UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
MLX Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
553076100
(CUSIP Number)
ROBERT M. HIRSH, ESQ.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Tel. No.: (212) 373-3000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 20, 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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
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SCHEDULE 13D
CUSIP NO. 553076100 PAGE 2 OF 35 PAGES
-------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Teribe Limited This Person has no IRS Identification Number
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 136,722 **/
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
136,722**/
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,722
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
14 TYPE OF REPORTING PERSON
CO
- ---------------------
**/ (Which number was changed from the number in
Amendment 3A (as herein defined) solely as the
result of a 10 for 1 reverse stock split.)
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SCHEDULE 13D
CUSIP NO. 553076100 PAGE 3 OF 35 PAGES
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Three Cities Holdings Limited This Person has no IRS
Identification Number
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
N/A
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 851,456 **/
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
851,456**/
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
851,456
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.5%
14 TYPE OF REPORTING PERSON
CO
- ---------------------
**/ (Which number was changed from the number in
Amendment 3A (as herein defined) solely as the
result of a 10 for 1 reverse stock split.)
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Amendment No. 5 to
SCHEDULE 13D
INTRODUCTORY STATEMENT.
This Amendment No. 5 amends and supplements the information supplied
by Three Cities Holdings Limited, a British Virgin Islands corporation ("Three
Cities") and the information supplied by Teribe Limited with respect to
beneficial ownership of certain shares of common stock, par value $.01 per
share, (the "Common Stock") of MLX Corp. (the "Company") which was included in
Amendment No. 3, dated October 13, 1992 ("Amendment No. 3"), Amendment No. 4,
dated October 27, 1992 ("Amendment No. 4"), Amendment No. 5 dated December 1,
1992 ("Amendment No. 5"), an initial filing of a statement on Schedule 13D dated
December 24, 1992 (the "Initial Filing"), Amendment No. 1 to the Initial Filing,
dated January 22, 1993 ("Amendment No. 1A"), Amendment No. 2 to the Initial
Filing, dated April 29, 1993 ("Amendment No. 2A"), Amendment No. 3 to the
Initial Filing, dated May 14, 1993 ("Amendment No. 3A") and Amendment No. 4 to
the Initial Filing, dated April 10, 1995 ("Amendment No. 4A") to a Statement on
Schedule 13D (collectively, the "Current Statement"). The information contained
in the Current Statement is hereby incorporated by reference as if set forth in
its entirety herein. Pursuant to Rule 13d-2(c) of the Securities Exchange Act of
1934, as amended, the entire text of the Current Statement is being restated
herein, although previously filed paper exhibits are incorporated by reference.
The previously filed information supplied in this Amendment No. 5 has not been
retroactively adjusted to reflect stock splits, reverse stock splits or other
similar changes to the outstanding Common Stock.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
("Common Stock"), of MLX Corp., a Michigan corporation (the "Company"). The
address of the Company's principal executive offices is 5305 Oakbrook 9 Parkway,
Norcross, Georgia.
ITEM 2. IDENTITY AND BACKGROUND.
1. TERIBE LIMITED.
(a) - (c), (f): Teribe Limited is a British Virgin Islands
company whose principal business is the investment and reinvestment of its
resources, directly or through affiliates, in the securities of enterprises in
various parts of the world, including the United States.
PAGE 4 OF 35 PAGES
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Teribe Limited is a wholly-owned subsidiary of Real Limited, a
British Virgin Islands company ("Real"). The principal business of Real is the
investment of its resources in marketable securities and commodities and,
through affiliates such as Teribe Limited, in securities of other enterprises in
various parts of the world.
The address of the principal office of Teribe Limited and Real is
Craigmuir Chambers, P.O. Box 91, Road Town, Tortola, British Virgin Islands. The
address of the principal place of business of Teribe Limited and Real is c/o
Sociedad Internacional de Finanzas S.A., Rincon 432, Esq. 24, Montevideo,
Uruguay.
Real is a subsidiary of Entreprises Quilmes, S.A., a Luxembourg
holding company ("Quilmes") whose shares, which are issued in bearer form, are
listed and traded on the Paris and Luxembourg Stock Exchanges. In addition to
Real, Quilmes owns a French holding company which controls a bank located in
Paris and invests in French securities. The address of its principal office and
business is 84 Grandrue, Luxembourg, Grand Duchy of Luxembourg.
Listed in Schedules A, B, and C attached to Amendment No. 3 and
incorporated by reference are the names of, and certain information concerning,
the directors and executive officers of Quilmes, Real and Teribe Limited. No
person controls or shares in the control of Quilmes who is not a member of its
board of directors.
(d) - (e): Neither Teribe Limited nor, to the best of its
knowledge, any of the persons listed on Schedules A, B or C to Amendment No. 3
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal state security laws of funding and violation with
respect to such laws.
2. THREE CITIES.
(a) - (c), (f): The full name of Three Cities is Three Cities
Holdings Limited. Three Cities is a British Virgin Islands corporation and its
principal business consists of the provision of investment advice. Eduardo P.
Bemberg owns a majority interest in Three Cities. Mr. Bemberg is a director of
some Argentine companies. Mr. Bemberg is a citizen of Argentina and his address
is Av. Alvear 1992-6, 1129 Buenos Aires, Argentina. Information concerning the
name, residence or business address, principal occupation or employment and
citizenship of each of the directors and executive officers is contained in
Schedule A attached to the Initial Filing and incorporated by reference.
PAGE 5 OF 35 PAGES
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(d) - (e): Neither Three Cities nor, to the best of its knowledge,
any of the persons listed on Schedule A attached to the Initial Filing has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Amendment No. 3 stated that Teribe Limited anticipated to derive the
funds to consummate any purchases of common stock pursuant to the Proposals (as
defined below) from its working capital funds.
The Initial Filing stated that the Investors (as such term is
defined in Item 4) (Purpose of Transaction) paid an aggregate of $1,969,984.65
to acquire the shares of Common Stock to which such statement related in the
transactions described under Item 4 of the Initial Filing. Each of the Investors
derived such funds entirely from its own resources. No part of the purchase
price for such securities was represented by funds borrowed or otherwise
obtained by the Investors from external sources for the purpose of acquiring,
holding, trading or voting such securities or for any other purposes.
Amendment No. 3A stated the Investors paid an aggregate of $248,250
to acquire the shares of Common Stock to which such statement related in the
transaction described under Item 4 of such statement. Each of the Investors
derived such funds entirely from its own resources. No part of the purchase
price for such securities was represented by funds borrowed or otherwise
obtained by the Investors from external sources for the purpose of acquiring,
holding, trading or voting such securities or for any other purposes.
ITEM 4. PURPOSE OF TRANSACTION.
Amendment No. 3 stated that such statement was being filed to report
the delivery by Three Cities Research, Inc. ("TCR"), the latter acting on behalf
of a group of investors (the "Investors"), (i) to the Company and (ii) to
certain of its securityholders (the "Lenders") of non-binding proposals (the
"Proposals") for the recapitalization of the Company. Copies of the letters
setting forth the terms of the Proposals were attached as Exhibits 1 and 2 to
Amendment No. 3, respectively. Teribe Limited, through a wholly-owned
subsidiary, is one of the Investors referred to above.
PAGE 6 OF 35 PAGES
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1. PROPOSAL TO LENDERS. Under the terms of the Proposal delivered to
the Lenders (the "Proposal to Lenders"), the Investors would acquire
100% of the Company's Zero Coupon Debentures for $6.5 million and
the Company's $7 million Senior Term Note at a 3% discount from
accredit face value. It was a condition of the Investors' obligation
to proceed with the acquisition of the Zero Coupon Debentures and
the Senior Term Note that the Investors be able to acquire the 9.2
million shares of Common Stock held by the holders of the Zero
Coupon Debentures at $.20 per share, or, alternatively, 7.4 million
of such shares from all holders except one at $.20, and 0.9 million
shares from the remaining holder at $.10 per share. Also, the offers
were conditional upon receipt of approval of the Company and of
TCR's parent entity.
Under the terms of the Proposal to Lenders, so long as the
Investors own at least 6 million of the shares they were to acquire
in such contemplated transactions, the Investors would have the
right to nominate three out of the Company's seven directors.
2. PROPOSAL TO COMPANY. Concurrently with the delivery of the Proposal
to Lenders, the Investors were also proposing (the "Proposal to
Company") to acquire $6.5 million of Company preferred stock in
exchange for 100% of the Zero Coupon Debentures. The acceptance
by the holders of the Zero Coupon Debentures and the Senior Term
Note of the offers described above and the consummation of the
transactions contemplated by such offers was a condition of the
Investors' obligation to proceed with the preferred stock financing.
TCR also offered to assist the Company in establishing a new
line of senior financing, the proceeds of which was to have been
used, if possible, among other things (i) to retire the Senior Term
Note and certain revolving indebtedness of one of the Company's
subsidiaries and (ii) to repurchase Teribe Limited's 10.5% minority
interest in such subsidiary.
The Proposal to Company provided that the closing of the
preferred stock financing would take place as soon as practicable,
but in no event later than December 31, 1992. The Proposal to
Company was subject to a variety of conditions, including, in
addition to the acceptance and cooperation of the Lenders and the
receipt of all other necessary approvals, the satisfactory
completion of business and environmental due diligence and the
implementation of certain arrangements designed to protect the tax
benefits of the Company's net operating loss.
PAGE 7 OF 35 PAGES
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It was not expected that consummation of the contemplated
transactions would cause the Common Stock to cease to be authorized for
quotation on the NASDAQ stock market or to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934.
Amendment No. 4 stated that on October 27, 1992, TCR, on behalf of
the Investors, delivered to the Company and to the Lenders a letter stating that
TCR had been unable to contact one of the Lenders (the "Non-Participating
Lender") and that TCR would be willing to proceed with the proposed refinancing
without the participation of such Lender. TCR indicated in its letter that it
would proceed with the contemplated transactions on the originally proposed
terms should the NonParticipating Lender indicate an interest to participate in
a timely fashion. A copy of TCR's letter was attached to Amendment No. 4 as
Exhibit 1 and is incorporated herein by reference.
The Initial Filing reported the acquisition by the Investors of an
aggregate of 7,521,672 shares of Common Stock, as follows:
1. Pursuant to a Securities Purchase Agreement, dated as of December
15, 1992, by and among MLX Corp., the investors listed on Exhibit B
thereto (the "Investors") and the holders of certain debt and equity
securities of the Company listed on Exhibit A thereto, the Investors
acquired a total of 5,106,882 shares of Common Stock. The Securities
Purchase Agreement was appended as Exhibit 2 to the Initial Filing
and is incorporated herein by reference.
2. On December 17 and 18, 1992, respectively, the Investors acquired
from Wilmington Securities, Inc. and The Hillman Company, in
privately negotiated transactions, an aggregate of 995,185 shares of
Common Stock. No contracts were entered into with respect to these
acquisitions.
3. On December 21, 1992, the Investors acquired 635,593 shares of
Common Stock from the Commercial Bank of Kuwait pursuant to the
terms of the Securities Purchase Agreement.
4. On December 22, 1992, the Investors acquired, in a privately
negotiated transaction, 665,176 shares of Common Stock from Smith
Barney, Harris Upham & Co., Incorporated ("Smith Barney"), pursuant
to a Stock Purchase Agreement, dated as of December 22, 1992, among
Smith Barney, the Company and the Investors. The Stock Purchase
Agreement was appended as Exhibit 3 to the Initial Filing and is
incorporated herein by reference.
PAGE 8 OF 35 PAGES
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5. On December 23, 1992, the Investors acquired, in a privately
negotiated transaction, 118,836 shares of Common Stock and certain
other securities of the Company from Morgan Guaranty Trust Company
and Morgan Capital Corporation pursuant to a Securities Purchase
Agreement, dated as of December 23, 1992, among Morgan Capital
Corporation, Morgan Guaranty Trust Company, the Investors and the
Company. The form of Securities Purchase Agreement was filed as
Exhibit 2 to Amendment 1A and is incorporated herein by reference.
The following chart sets forth the numbers and percentage of the
total number of shares acquired by each Investor in the foregoing transactions
as described in the Initial Filing:
No. of Shares Percentage of
Investor Acquired Total Acquired
- ------------- ------------- --------------
Terbem Limited 3,193,846 42.46%
Mitvest Limited 427,192 5.68%
Tinvest Limited 1,825,277 24.27%
Bobst Investment Corp. 543,700 7.23%
TCR International 1,531,657 20.36%
Partners, L.P.
Tinvest Limited, which acquired 24.27% (or 1,825,277) of the shares
of Common Stock acquired pursuant to the foregoing transactions, is a subsidiary
of Teribe Limited. Teribe Limited disclaims beneficial ownership of such shares
of Common Stock by virtue of the arrangements described in Item 5 (Interest in
Securities of the Issuer).
Amendment No. 3A reported the acquisition by the Investors of an
aggregate of 993,000 shares of Common Stock pursuant to a Stock Purchase
Agreement, dated as of May 7, 1993, by and among MLX Corp., the investors listed
on Exhibit A thereto (the "Investors") and J.P. Morgan Capital Corporation,
whereby the Investors acquired a total of 993,000 shares of Common Stock. The
Stock Purchase Agreement was appended as Exhibit 2 to Amendment 3A and is
incorporated herein by reference.
The following chart sets forth the numbers and percentage of the
total number of shares acquired by each Investor in the transactions as
described in Amendment 3A:
PAGE 9 OF 35 PAGES
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No. of Shares Percentage of
Investor Acquired Total Acquired
- -------- ------------- --------------
Terbem Limited 421,647 42.46%
Mitvest Limited 56,397 5.68%
Tinvest Limited 240,970 24.27%
Bobst Investment Corp. 71,779 7.23%
TCR International 202,207 20.36%
Partners, L.P.
Tinvest Limited, which acquired 24.27% (or 240,970) of the shares of
Common Stock acquired pursuant to the foregoing transactions, is a subsidiary of
Teribe Limited. Teribe Limited disclaims beneficial ownership of such shares of
Common Stock by virtue of the arrangements described in Item 5 of the Current
Statement (Interest in Securities of the Issuer).
Each of the Investors acquired the securities to which this
statement relates for investment purposes in the ordinary course of business.
Other than as described in Item 6 of the Current Statement, none of Teribe
Limited, Three Cities nor the Investors have any plans or proposals which relate
to or would result in:
(a) The acquisition by any person of additional securities
of the issuer, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
of term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business
corporate structure;
PAGE 10 OF 35 PAGES
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(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date hereof, Teribe Limited owns, of record and
beneficially, 136,722 shares of Common Stock, representing approximately 5.2% of
the total outstanding shares. Teribe Limited has the sole power to vote and to
dispose of, and the sole right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such shares. On the basis of
its control, through intermediate holding companies, of Teribe Limited, the
board of directors of Enterprises Quilmes, S.A. has the ultimate power to direct
such voting or disposition, as well as the application of dividends from, or the
proceeds of the sale of, such shares. Teribe Limited disclaims beneficial
ownership of the shares of Common Stock acquired by Tinvest in the transactions
described in Item 4 by virtue of the arrangements described in Item 5 of the
Current Statement.
As a result of the transactions described under Item 4 (Purpose of
Transaction), as of the time of filing of Amendment 3A each of the Investors
owned of record the number of shares of Common Stock set forth opposite its name
below, in each case representing the percentage of total shares outstanding as
set forth opposite its name.
Percentage of
Investor No. of Shares Total Outstanding
- -------- ------------- -----------------
Terbem Limited 3,615,493 14.2
Mitvest Limited 483,590 1.9
Tinvest Limited 2,066,247 8.1
Bobst Investment Corp. 615,478 2.4
TCR International 1,733,864 6.8
Partners, L.P.
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Pursuant to the arrangements described in Item 5 of the Current
Statement, Three Cities had sole beneficial ownership of all the 8,514,672
shares acquired by the Investors in the transactions described in Item 4 of this
statement and Item 4 of the Current Statement. Such shares represent
approximately 33.5% of the total outstanding shares at that time. The Investors
acquired the shares of Common Stock to which this statement relates as
participants in an equity portfolio fund (the "Fund") managed by Three Cities.
Pursuant to the arrangement among Three Cities and the Investors, the Investors
individually acquire record ownership of stock and other securities identified
by Three Cities. Except as described in Item 6, Three Cities has the sole and
irrevocable power to vote and to dispose of such stock and securities acquired
by Fund participants, including the shares of Common Stock owned of record by
the Investors.
Other than as reported herein no person named in response to Item 2
of the Current Statement or in the Schedules hereto or thereto beneficially owns
any shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The information set forth under Item 4 of this statement is
incorporated by reference into this Item 6 as if fully set forth herein.
Except as set forth herein, neither Teribe Limited nor, to the best
of its knowledge, any other person identified in Schedules A, B or C to
Amendment No. 3 is a party to any contract, arrangement, understanding or
relationship relating to any securities of the Company.
Should the contemplated transactions described in Amendment No. 3
have been consummated in the form described in the Proposals, Teribe Limited,
through its wholly-owned subsidiary, would have acquired the sole right to vote
and receive dividends on, and to dispose of, approximately 2.2 million (24.27%
of the 9.2 million shares) of Common Stock, representing approximately 8.7% of
the issued and outstanding Common Stock.
Three Cities and the Investors anticipate that the Fund will make
additional acquisitions and dispositions of Common Stock and other securities of
the Company, both through market purchases and privately negotiated
transactions, for investment purposes. Teribe Limited has no present plans to
effect such purchases.
Prior to the consummation of the transactions effected by the
Securities Purchase Agreement, the Board of Directors of the Company approved a
subsequent transaction (the "Preferred Stock Transaction") whereby the Investors
would exchange
PAGE 12 OF 35 PAGES
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the Zero Coupon Notes acquired by them pursuant to the Securities Purchase
Agreement for shares of the Company's preferred stock. At the time of the
Initial Filing, Three Cities and the Investors expected to move promptly to
prepare and negotiate definitive documentation for such transaction. The
Investors also proposed at that time that a portion of the senior indebtedness
acquired pursuant to the Morgan Securities Purchase Agreement also be exchanged
for preferred stock.
In connection with the acquisition of shares effected by the
Securities Purchase Agreement, the Investors and the Company have entered into a
Nomination Agreement, a copy of which was appended as Exhibit 4 to the Initial
Filing (the "Nomination Agreement") (and which is incorporated herein by
reference) providing a procedure designed to cause the nomination to the
seven-member board of directors of the Company of three persons designated by
the Investors. The remaining four directors will be nominated by the
non-Investor directors. In addition, the Investors and the Company agreed to
negotiate in good faith and enter into an anti-dilution agreement (the
"Anti-Dilution Agreement") that would restrict the ability of the Company to
dilute the interest of the Investors by issuing additional shares of Common
Stock. The Company and the Investors anticipated that the Anti-Dilution
Agreement would restrict the Company from issuing (i) shares of common stock (or
any options, warrants or similar rights to purchase shares of Common Stock, or
any securities convertible into Common Stock) at less than the then current
market price, and (ii) (x) any securities containing rights to vote for the
election of directors of the Company that are greater on a per share basis than
the voting rights of shares of Common Stock or (y) voting debt securities. The
arrangements contemplated by the Nomination Agreement and the Anti-Dilution
Agreement are intended to continue in effect similar arrangements previously
entered into by the Company with the prior owners of the shares of Common Stock
issued pursuant to the Exchange Agreement.
On January 5, 1993, the Investors and the Company consummated the
following transactions relating to debt securities of the Company:
(i) Pursuant to a put/call arrangement contained in an agreement
among the shareholders of S.K. Wellman Limited Inc., the Company's sole
subsidiary ("Wellman"), the Company acquired Teribe Limited's minority
interest in Wellman for a purchase price of $2,022,222 (subject to
adjustment following completion of Wellman's annual audit). The purchase
price was paid by the issuance to Teribe Limited of a Subordinated
Promissory Note. The Company agreed to make prepayment on the Subordinated
Promissory Note to the extent permitted under Wellman's senior bank
facility. Teribe Limited assigned this Note to its subsidiary, Natcom
Corporation N.V.
(ii) An aggregate of $8,955,223.34 (including accrued and unpaid
interest) of the Company's Secured Subordinated Zero Coupon Bonds held by
PAGE 13 OF 35 PAGES
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the Investors were exchanged for 100,000 shares of the Company's Series A
Preferred Stock, par value and liquidation value $30 per share ("Preferred
Stock").
(iii) An aggregate of $7,231,066.68 (including accrued and unpaid
interest) of the Notes acquired from Morgan pursuant to the Securities
Purchase Agreement were redeemed for consideration consisting of 100,000
shares of Preferred Stock, a cash payment of $2,464,207.38 and a
replacement note in the principal amount of $1,556,452.11. The Company
agreed to make prepayments on the outstanding balance of the replacement
note to the extent permitted under Wellman's senior bank facility.
On April 22, 1993, an aggregate of $1,934,142 (including accrued and
unpaid interest) of the Company's Secured Subordinated Zero Coupon Bonds held by
the Investors were exchanged for an aggregate of 64,000 shares of the Company's
Series A Preferred Stock, par value and liquidation value of $30 per share.
Amendment No. 3A stated that Three Cities and the Investors
anticipated that the Fund would make additional acquisitions and dispositions of
Common Stock and other securities of the Company, both through market purchases
and privately negotiated transactions, for investment purposes. Teribe Limited
had no present plans to effect such purchases.
Amendment No. 3A stated further that certain of the shares of Common
Stock owned by the Investors were subject to restrictions on transfer arising
from the agreements between the Investors and the Company described below.
Approximately 5.9 million of the shares of Common Stock acquired by the
Investors were issued pursuant to and are subject to the provisions of the
Exchange Agreement (as defined in the Stock Purchase Agreement). The Exchange
Agreement provides that such shares may not be transferred by the holders
thereof without the consent of the Company. In addition, as of the date of
Amendment No. 3A, approximately 1.9 million of the shares of Common Stock
acquired by the Investors were subject to the provisions of the Restricted
Transfer Trust Agreement (as defined in the Stock Purchase Agreement).
As of the date of Amendment No. 3A, 1,117,225 shares of the Common
Stock owned by Teribe Limited were subject to the provisions of the Restricted
Transfer Trust Agreement. An additional 42,467 of the shares owned by Teribe
Limited were subject to additional contractual limitations on transfer under the
terms of a purchase agreement pursuant to which Teribe Limited's predecessors
acquired such shares from the Company in May 1986.
Amendment No. 4A stated that Teribe Limited and the Investors each
had agreed to enter into, and were to execute, an irrevocable proxy (the
"Proxy"), each
PAGE 14 OF 35 PAGES
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substantially in the form attached as Exhibit 2 to Amendment No. 4A,
incorporated by reference, pursuant to which Teribe Limited and the Investors,
respectively, irrevocably appointed Ronald E. Weinberg, Norman C. Harbert and
Jeffrey H. Berlin, as representatives (the "Representatives") of The Hawk
Corporation, a Delaware corporation ("Hawk"), acting singly or jointly with full
power of substitution, proxies authorizing the Representatives to vote the
Common Stock of the Company beneficially owned by each of Teribe Limited and
Three Cities in favor of the transactions contemplated by that certain Agreement
for Purchase and Sale of the Capital Stock of S.K. Wellman Limited, Inc., dated
as of April 10, 1995 between the Company and Hawk, as the same may be amended
from time to time.
On October 20, 1997, in connection with the proposed merger (the
"Merger") between the Company and Morton Metalcraft Holding Co. ("Morton"), a
Delaware corporation, each of Terbem Limited, Tinvest Limited, Teribe Limited,
TCR International Partners, L.P., Mitvest Limited and Bobst Investment Corp.
entered into a voting agreement (the "Voting Agreement") pursuant to which they
each agreed that at any meeting of the shareholders of MLX, it will vote all of
the Shares respectively owned by them in favor of (i) a Recapitalization (as
defined in the Voting Agreement) of the Company, (ii) the Merger and (iii) a new
stock option plan, and each of the other actions contemplated by or required in
furtherance of such transactions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS FROM INITIAL FILING. Each of the
following exhibits was originally filed as a paper copy exhibit and is
accordingly incorporated by reference.
FROM AMENDMENT NO. 3:
Exhibit 1 Proposal to Lenders
Exhibit 2 Proposal to Company
FROM INITIAL FILING:
Exhibit 1 Power of Attorney
Exhibit 2 Securities Purchase Agreement
Exhibit 3 Stock Purchase Agreement
Exhibit 4 Nomination Agreement
FROM AMENDMENT NO. 1A:
Exhibit 1 Powers of Attorney
Exhibit 2 Securities Purchase Agreement
PAGE 15 OF 35 PAGES
<PAGE>
FROM AMENDMENT NO. 2A:
Exhibit 1 Powers of Attorney
FROM AMENDMENT NO. 3A:
Exhibit 1 Powers of Attorney
Exhibit 2 Stock Purchase Agreement
FROM AMENDMENT NO. 4A:
Exhibit 1 Powers of Attorney
Exhibit 2 Proxy
The following exhibits are attached hereto:
Exhibit 1 Powers of Attorney
Exhibit 2 Voting Agreement
PAGE 16 OF 35 PAGES
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: October 24, 1997
THREE CITIES HOLDINGS LIMITED
By: /s/ J. William Uhrig
-----------------------
J. William Uhrig
Attorney-in-fact
PAGE 17 OF 35 PAGES
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: October 24, 1997
TERIBE LIMITED
By: /s/ J. William Uhrig
-----------------------
J. William Uhrig
Attorney-in-fact
PAGE 18 OF 35 PAGES
<PAGE>
EXHIBIT 1
TERIBE LIMITED
POWER OF ATTORNEY
Know all men by these presents that Teribe Limited does hereby
constitute and appoint Willem F.P. de Vogel and J. William Uhrig, each of 135
East 57th Street, New York, New York 10022, or any of them acting singly, its
Attorneys- In-Fact, with full power, direction and authority to take on behalf
of Teribe Limited all actions which said Attorneys-In-Fact shall in their sole
discretion, severally determine to be appropriate in connection with (i) the
Amendment No. 5 to Schedule 13D to be filed with the Securities and Exchange
Commission with respect to the holdings of MLX Corp. ("Amendment No. 5A"), and
(ii) any further amendments to Schedule 13D required in connection with the
matters described in Amendment No. 5A. In addition, Teribe Limited hereby gives
and grants unto said Attorneys-In-Fact, severally, full power, discretion and
authority to execute all documents, instruments and certificates upon such terms
as said Attorneys-In-Fact may determine to be appropriate, and to take all
actions which said Attorneys-in-Fact shall determine to be desirable in
connection with the foregoing to the same extent as Teribe Limited might do or
could do by its duly authorized officers if personally present, and Teribe
Limited does hereby confirm, approve and ratify all that said Attorneys-In-Fact
shall lawfully do or cause to be done by virtue hereof.
This instrument may not be changed orally and shall be governed by
and construed in accordance with the State of New York, the United States of
America.
Dated: October 24, 1997
TERIBE LIMITED
By: /s/ Walter Knecht
--------------------
Name: Walter Knecht
Title: Secretary
By: /s/ Kurt Sondcrogger
--------------------
Name: Kurt Sondcrogger
Title: Director
PAGE 19 OF 35 PAGES
<PAGE>
EXHIBIT 1
THREE CITIES HOLDINGS LIMITED
POWER OF ATTORNEY
Know all men by these presents that Three Cities Holdings Limited
("Three Cities") does hereby constitute and appoint Willem F.P. de Vogel and J.
William Uhrig, each of 135 East 57th Street, New York, New York 10022, or any of
them acting singly, its Attorneys-In-Fact, with full power, direction and
authority to take on behalf of Three Cities all actions which said
Attorneys-In-Fact shall in their sole discretion, severally determine to be
appropriate in connection with (i) the Amendment No. 5 to Schedule 13D to be
filed with the Securities and Exchange Commission with respect to the holdings
of MLX Corp. ("Amendment No. 5A"), and (ii) any further amendments to Schedule
13D required in connection with the matters described in Amendment No. 5A. In
addition, Three Cities hereby gives and grants unto said Attorneys-In-Fact,
severally, full power, discretion and authority to execute all documents,
instruments and certificates upon such terms as said Attorneys-In-Fact may
determine to be appropriate, and to take all actions which said
Attorneys-in-Fact shall determine to be desirable in connection with the
foregoing to the same extent as Three Cities might do or could do by its duly
authorized officers if personally present, and Three Cities does hereby confirm,
approve and ratify all that said Attorneys-In-Fact shall lawfully do or cause to
be done by virtue hereof.
This instrument may not be changed orally and shall be governed by
and construed in accordance with the State of New York, the United States of
America.
Dated: October 24, 1997
THREE CITIES HOLDINGS LIMITED
By: /s/ Kurt Sondcrogger
---------------------
Name: Kurt Sondcrogger
Title: Secretary
By: /s/ Walter Knecht
---------------------
Name: Walter Knecht
Title: Director
PAGE 20 OF 35 PAGES
<PAGE>
EXHIBIT 2
VOTING AGREEMENT
AGREEMENT, dated as of October 20, 1997, between Terbem Limited,
Tinvest Limited, Teribe Limited, TCR International Partners, L.P., Mitvest
Limited and Bobst Investment Corp. (collectively, the "TCR Group," and each
individually, a "TCR Group Member") and Morton Metalcraft Holding Co., a
Delaware Corporation ("Morton Metalcraft").
WHEREAS, Morton Metalcraft and MLX Corp., a Georgia corporation (the
"Company"), have entered into an Agreement and Plan of Merger, dated as of the
date hereof (the "Merger Agreement") pursuant to which Morton Metalcraft will be
merged with and into the Company (the "Merger"), with the Company being the
surviving corporation;
WHEREAS, in connection with the Merger Agreement the Company is
required to solicit the approval of its shareholders with respect to certain
matters, including the Recapitalization, the Merger and the 1997 Stock Plan;
WHEREAS, each TCR Group Member is the record and Beneficial Owner
of, and has the right to vote and dispose of, the number of Owned Shares set
forth on the signature page hereto;
PAGE 21 OF 35 PAGES
<PAGE>
WHEREAS, to induce Morton Metalcraft to enter into the Merger
Agreement, the TCR Group has agreed to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
8. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the meanings set forth below:
"AFFILIATE" means, with respect to any specified Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified.
"BENEFICIALLY OWNED" or "BENEFICIAL OWNERSHIP" or "BENEFICIAL OWNER"
with respect to any securities means having beneficial ownership of such
securities (as determined pursuant to Rule 13d-3 under the Exchange Act),
including pursuant to any agreement, arrangement or understanding, whether or
not in writing. Without duplicative counting of the same securities by the same
holder, securities Beneficially Owned by a Person shall include securities
Beneficially Owned by all Affiliates of such Person.
"COMMON STOCK" means the shares of common stock, par value $.01,
of the Company.
"MERGER" shall have the meaning set forth in the recitals to this
Agreement.
PAGE 22 OF 35 PAGES
<PAGE>
"MERGER AGREEMENT" shall have the meaning set forth in the recitals
to this Agreement.
"OWNED SHARES" means the shares of Common Stock Beneficially Owned
by each TCR Group Member on the date hereof, together with any other shares of
Common Stock, or any other securities of the Company entitled, or which may be
entitled, to vote generally in the election of directors and any other shares of
Common Stock or such other securities which may hereafter be Beneficially Owned
by each TCR Group Member (including upon exercises of options or otherwise).
"PERSON" means an individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or other entity.
"RECAPITALIZATION" means the recapitalization of the Company as
contemplated by Sections 4.4 and 5.10 of the Merger Agreement.
"TRANSFER" means, with respect to a security, the sale, transfer,
pledge, hypothecation, encumbrance, assignment or disposition of such security
or the Beneficial Ownership thereof, the offer to make such a sale, transfer or
other disposition, and each option, agreement, arrangement or understanding,
whether or not in writing, to effect any of the foregoing. As a verb, transfer
shall have a correlative meaning.
"VOTING PERIOD" shall have the meaning set forth in Section 2 of
this Agreement.
"1997 STOCK PLAN" means the 1997 Stock Option Plan whereby a maximum
of 1,166,896 shares of Class A Common Stock, par value $.01 per share, of
PAGE 23 OF 35 PAGES
<PAGE>
the Company are authorized to be delivered to certain officers, other key
employees, directors and consultants of the Company.
9. VOTING OF OWNED SHARES; OTHER COVENANTS. The TCR Group hereby
agrees that during the period commencing on the date hereof and continuing until
the earlier of (x) the consummation of the Merger and (y) the termination of
this Agreement (such period being referred to as the "Voting Period"), at any
meeting (whether annual or special, and whether or not an adjourned or postponed
meeting) of the Company's stockholders, however called, or in connection with
any written consent of the Company's stockholders, subject to the absence of a
preliminary or permanent injunction or other requirement under applicable law by
any United States federal, state or foreign court barring such action, the TCR
Group shall vote (or cause to be voted) all Owned Shares: (i) in favor of the
Merger, the execution and delivery by the Company of the Merger Agreement, and
the approval and adoption of the Merger and the terms thereof and each of the
other actions contemplated by the Merger Agreement and this agreement and any
actions required in furtherance thereof and hereof; (ii) in favor of the
approval and adoption of the Recapitalization and each of the other actions
contemplated by the Recapitalization and any actions required in furtherance
thereof; and (iii) in favor of the approval and adoption of the 1997 Stock Plan
and the terms thereof and each of the other actions contemplated by the 1997
Stock Plan and any actions required in furtherance thereof; and (iv) against any
action or agreement that would impede, interfere with, or prevent the Merger,
the Recapitalization or the 1997 Stock Plan; and (v) except as otherwise agreed
to in writing in advance by Morton
PAGE 24 OF 35 PAGES
<PAGE>
Metalcraft, against the following actions (other than the Merger, the
Recapitalization and the 1997 Stock Plan and the transactions contemplated by
the Merger Agreement, the Recapitalization, the 1997 Stock Plan and this
Agreement): (I) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or any of its
subsidiaries; (II) any sale, lease or transfer of a material amount of the
assets or business of the Company or its subsidiaries, or any reorganization,
restructuring, recapitalization, special dividend, dissolution, liquidation or
winding up of the Company or its subsidiaries; (III) any change in the present
capitalization of the Company including any proposal to sell any material equity
interest in the Company or any amendment of the certificate of incorporation of
the Company and (IV) an election of new members of the Board of Directors of the
Company except where the vote is cast in favor of the nominees of a majority of
the existing directors of the Company. No TCR Group Member shall enter into any
agreement, arrangement or understanding with any Person the effect of which
would be inconsistent or violative of the provisions and agreements contained in
this Section 2 and no TCR Group Member shall transfer any Owned Shares during
the terms of this Agreement.
10. REPRESENTATIONS AND WARRANTIES OF THE TCR GROUP. The TCR Group
hereby jointly and severally represents and warrants to Morton Metalcraft as
follows:
(a) Each TCR Group Member has all necessary power and
authority and legal capacity to execute and deliver this Agreement and perform
its obligations hereunder. No other proceedings or actions on the part of any
TCR Group
PAGE 25 OF 35 PAGES
<PAGE>
Member are necessary to authorize the execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and
delivered by each TCR Group Member and constitutes the valid and binding
agreement of each TCR Group Member, enforceable against each TCR Group Member in
accordance with its terms except (i) to the extent limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights and (ii) to
the extent subject to equitable defenses and the discretion of the court before
which any action for specific performance or injunctive relief may be brought.
(c) Each TCR Group Member is the recordholder and Beneficial
Owner of the number of Owned Shares which, as of the date hereof, is set forth
below each TCR Group Member's signature on the signature page hereto. Each TCR
Group Member has good and marketable title to all of the Owned Shares of which
it is the recordholder and Beneficial Owner, free and clear of all liens,
claims, options, proxies, voting agreements (other than this Agreement),
security interests, charges and encumbrances. The Owned Shares constitute all of
the capital stock of the Company Beneficially Owned by the TCR Group Members,
and except for the Owned Shares and shares of Common Stock issuable upon
exercise of options held by the TCR Group Members, no TCR Group Member or any of
its Affiliates Beneficially Owns or has any right to acquire (whether currently,
upon lapse of time, following the satisfaction of any conditions, upon the
occurrence of any event or any combination of the foregoing) any shares of
Common Stock or any securities convertible into Common Stock.
PAGE 26 OF 35 PAGES
<PAGE>
(d) The TCR Group understands and acknowledges that the TCR
Group's execution and delivery of this Agreement acts as an inducement to
Morton Metalcraft's entering into the Merger Agreement and incurring the
obligations set forth therein.
(e) None of the execution and delivery of this Agreement by
the TCR Group, the consummation by the TCR Group of the transactions
contemplated hereby or compliance by the TCR Group with any of the provisions
hereof shall (A) conflict with or result in any breach of the certificate of
incorporation or by-laws of the Company, or (B) result in a violation or breach
of, or constitute (with or without notice or lapse of time or both) a default
(or give rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or provisions
of any note, loan agreement, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which any TCR Group Member is a party or by which any
TCR Group Member or any of its properties or assets may be bound, or violate any
order, writ, injunction, decree, judgment, statute, rule or regulation
applicable to any TCR Group Member or any of its properties or assets.
11. REPRESENTATIONS AND WARRANTIES OF MORTON METALCRAFT. Morton
Metalcraft hereby represents, warrants and covenants to the TCR Group as
follows:
(a) Morton Metalcraft is a corporation duly organized and
validly existing under the laws of its jurisdiction of incorporation, and is in
good standing under the laws of its jurisdiction of incorporation. Morton
Metalcraft has all
PAGE 27 OF 35 PAGES
<PAGE>
necessary corporate power and authority to execute and deliver this Agreement
and perform its respective obligations hereunder. The execution and delivery by
Morton Metalcraft of this Agreement and the performance of its obligations
hereunder have been duly and validly authorized by the Board of Directors of
Morton Metalcraft and no other corporate proceedings on the part of Morton
Metalcraft are necessary to authorize the execution, delivery or performance of
this Agreement or the consummation of the transactions contemplated hereby.
(b) This Agreement has been duly and validly executed and
delivered by Morton Metalcraft and constitutes a valid and binding agreement of
Morton Metalcraft, enforceable against it in accordance with its terms except
(i) to the extent limited by applicable bankruptcy, insolvency or similar laws
affecting creditors' rights and (ii) to the extent subject to equitable defenses
and to the discretion of the court before which any proceeding for specific
performance or equitable relief may be brought.
(c) None of the execution and delivery of this Agreement by
Morton Metalcraft, the consummation by Morton Metalcraft of the transactions
contemplated hereby or compliance by Morton Metalcraft with any of the
provisions hereof shall (A) conflict with or result in any breach of the
certificate of incorporation or by-laws of Morton Metalcraft or (B) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, loan agreement, bond,
PAGE 28 OF 35 PAGES
<PAGE>
mortgage, indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which Morton
Metalcraft is a party or by which Morton Metalcraft or any of its respective
properties or assets may be bound, or violate any order, writ, injunction,
decree, judgment, statute, rule or regulation applicable to Morton Metalcraft or
any of its respective properties or assets.
12. FURTHER ASSURANCES. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
13. TERMINATION. This Agreement, and all rights and obligations of
the parties hereunder, shall terminate upon the earliest of (a) the date on
which the Merger Agreement is terminated pursuant to Section 8.1 of the Merger
Agreement; (b) January 30, 1998 and (c) by mutual written consent of the TCR
Group and Morton Metalcraft.
14. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof.
(b) The TCR Group agrees that this Agreement and the
respective rights and obligations of each TCR Group Member hereunder shall
attach to
PAGE 29 OF 35 PAGES
<PAGE>
any shares of Common Stock, and any securities convertible into such
shares, that may become Beneficially Owned by such TCR Group Member or any of
its Affiliates.
(c) Except as otherwise provided in this Agreement and the
Merger Agreement, all costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expenses.
(d) This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties and their respective
successors, personal or legal representatives, executors, administrators, heirs,
distributees, devisees, legatees and permitted assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by either party (whether by operation of law or otherwise) without the
prior written consent of the other party. Nothing in this Agreement, express or
implied, is intended to or shall confer upon any other Person any rights,
benefits or remedies of any nature whatsoever under or by reason of this
Agreement.
(e) This Agreement may not be amended, changed,
supplemented, or otherwise modified or terminated, except upon the execution and
delivery of a written agreement executed by each of the parties hereto. The
parties may waive compliance by the other parties hereto with respect to any
representation, agreement or condition otherwise required to be complied with by
such other party hereunder, but any such waiver shall be effective only if in
writing executed by the waiving party.
PAGE 30 OF 35 PAGES
<PAGE>
(f) All notices and other communications hereunder shall be
in writing and shall be deemed given upon (a) transmitter's confirmation of a
receipt of a facsimile transmission, (b) confirmed delivery by a standard
overnight carrier or when delivered by hand or (c) the expiration of five
business days after the day when mailed by certified or registered mail, postage
prepaid, addressed at the address for such party set forth below
If to the TCR Group:
Three Cities Research, Inc.
135 East 57th Street
New York, NY 10022
Attention: W. Robert Wright
Telecopy: (212) 980-1142
Copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Telecopy: (212) 757-3990
Attn: Robert M. Hirsh, Esq.
If to Morton Metalcraft:
Morton Metalcraft Holding Co.
1021 West Birchwood
Morton, Illinois 61550
Attention: William D. Morton
Telecopy: (309) 263-1841
Copy to:
Husch & Eppenberger
101 S.W. Adams Street, Suite 800
Peoria, Illinois 61602-1335
PAGE 31 OF 35 PAGES
<PAGE>
Attention: Gene A. Petersen, Esq.
Telecopy: (309) 637-4928
or to such other address or facsimile number as the Person to whom notice is
given shall have previously furnished to the others in writing in the manner set
forth above.
(g) Each of the parties hereto acknowledges and agrees that
in the event of any breach of this Agreement, each non-breaching party would be
irreparably and immediately harmed and could not be made whole by monetary
damages. It is accordingly agreed that the parties hereto (a) will waive, in any
action for specific performance, the defense of adequacy of a remedy at law and
(b) shall be entitled, in addition to any other remedy to which they may be
entitled at law or in equity, to compel specific performance of this Agreement.
(h) All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity shall be
cumulative and not alternative, and the exercise of any thereof by any party
shall not preclude the simultaneous or later exercise of any other such right,
power or remedy by such party. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
PAGE 32 OF 35 PAGES
<PAGE>
(i) This agreement shall be governed and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof or of any other jurisdiction.
(j) The descriptive headings used herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement. "Include," "includes," and
"including" shall be deemed to be followed by "without limitation" whether or
not they are in fact followed by such words or words of like import.
(k) This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
PAGE 33 OF 35 PAGES
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
MORTON METALCRAFT HOLDING CO.
By:
---------------------------
Name: William D. Morton
Title: President & Chief Executive
Officer
TERBEM LIMITED
By:
---------------------------
Name:
Title:
Owned Shares:
TINVEST LIMITED
By:
---------------------------
Name:
Title:
Owned Shares:
TERIBE LIMITED
By:
---------------------------
Name:
Title:
Owned Shares:
PAGE 34 OF 35 PAGES
<PAGE>
TCR INTERNATIONAL PARTNERS, LP
By: Three Cities Research, Inc.
its general partner
By:
---------------------------
Name:
Title:
Owned Shares:
MITVEST LIMITED
By:
---------------------------
Name:
Title:
Owned Shares:
BOBST INVESTMENT CORP.
By: ---------------------------
Name:
Title:
Owned Shares:
PAGE 35 OF 35 PAGES
