UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Morton Industrial Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
619328 10 7
(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)
January 20, 1998
(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 [ ].
<PAGE>
SCHEDULE 13D
CUSIP NO. 619328 10 7 PAGE 2 OF 41 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quilvest American Equity 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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 122,886
PERSON
WITH 9 SOLE DISPOSITIVE POWER
122,886
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,886
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 619328 10 7 PAGE 3 OF 41 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
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 765,292
PERSON
WITH 9 SOLE DISPOSITIVE POWER
765,292
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
765,292
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
Amendment No. 6 to
SCHEDULE 13D
INTRODUCTORY STATEMENT.
This Amendment No. 6 amends and supplements the information
supplied by Three Cities Holdings Limited, a British Virgin Islands corporation
("Three Cities") and the information supplied by Quilvest American Equity, a
British Virgin Islands company ("Quilvest American") with respect to beneficial
ownership of certain shares of common stock, par value $.01 per share (the
"Common Stock"), of Morton Industrial Group, Inc. (formerly known as 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"), Amendment No. 4 to the Initial Filing, dated April
10, 1995 ("Amendment No. 4A"), and Amendment No. 5 to the Initial Filing, dated
October 24, 1997 ("Amendment No. 5A") 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.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, par value
$.01 per share ("Common Stock"), of Morton Industrial Group, Inc., a Georgia
corporation (the "Company"). The address of the Company's principal executive
offices is 1021 West Birchwood Street, Morton, Illinois. Prior to the Merger and
the Recapitalization (both as defined in Item 5 below), the Company was named
"MLX Corp." and the "Common Stock" was previously classified as the common
stock, par value $.01 per share of the Company.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Current Statement is hereby amended and restated
to read in its entirety as follows:
PAGE 4 OF 41 PAGES
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1. Quilvest American Equity.
(a)-(c), (f): Quilvest American (formerly known as
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.
Quilvest American is a wholly-owned subsidiary of Quilvest
Overseas Limited (formerly known as Real Limited), a British Virgin Islands
company ("QOL"). The principal business of QOL is the investment of its
resources in marketable securities and commodities and, through affiliates such
as Quilvest American Equity, in securities of other enterprises in various parts
of the world.
The address of the principal office of Quilvest American and
QOL is Craigmuir Chambers, P.O. Box 91, Road Town, Tortola, British Virgin
Islands. The address of the principal place of business of Quilvest American
Equity and QOL is c/o Sociedad Internacional de Finanzas S.A., Rincon 432, Esq.
24, Montevideo, Uruguay.
QOL is a subsidiary of Quilvest (formerly known as Entreprise
Quilmes, S.A.), a Luxembourg holding company whose shares, which are issued in
bearer form, are listed and traded on the Paris and Luxembourg Stock Exchanges.
In addition to QOL, Quilvest owns a French holding company which controls a bank
located in Paris and invests in French securities. The address of the principal
office and business of Quilvest is 84 Grandrue, Luxembourg, Grand Duchy of
Luxembourg.
Listed in Schedules A, B, and C attached hereto and
incorporated by reference are the names of, and certain information concerning,
the directors and executive officers of Quilvest, QOL and Quilvest American. No
person controls or shares in the control of Quilvest who is not a member of its
board of directors.
(d)-(e): None of Quilvest, QOL, Quilvest American
nor, to the best of their knowledge, any of the persons listed on Schedules A, B
or C attached hereto 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.
PAGE 5 OF 41 PAGES
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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.
Information concerning the name, residence or business address, principal
occupation or employment and citizenship of each of the directors and executive
officers of Three Cities is contained in Schedule D attached hereto and
incorporated by reference. Three Cities is not controlled by any corporation or
person, although two of the directors of Quilvest and members of their extended
families are significant shareholders.
(d)-(e): Neither Three Cities nor, to the best of its
knowledge, any of the persons listed on Schedule D attached hereto 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 5. INTEREST IN SECURITIES OF THE ISSUER.
The first paragraph of Item 5 is hereby amended and restated
to read in its entirety:
As of the date hereof, Quilvest American owns, of record and
beneficially, 122,886 shares of Common Stock, representing approximately 3.2% of
the total outstanding shares of Common Stock. Quilvest American has sole power
to dispose of, shared power to vote, 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
Quilvest American, the board of directors of Quilvest has the ultimate power to
direct such disposition, the shared power to vote (when applicable) as well as
the application of dividends from, or the proceeds of the sale of, such shares.
Quilvest American 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.
The following paragraphs should be inserted at the end of Item
5:
PAGE 6 OF 41 PAGES
<PAGE>
Effective January 1, 1997, Mitvest Limited and Tinvest
Limited, among others, formed a partnership named TCRI Offshore Partners CV to
which Tinvest Limited and Mitvest Limited transferred their shares of Common
Stock. Accordingly, TCRI Offshore Partners CV has replaced Tinvest Limited and
Mitvest Limited as an Investor.
On January 20, 1998, Morton Metalcraft Holding Co. merged with
and into the Company (the "Merger"). In connection with and prior to the Merger,
the Company effected a recapitalization of its existing common stock, par value
$.01 per share, as Class A Common Stock, par value $.01 per share (the
"Recapitalization").
In connection with the Merger, the Investors and Quilvest
American exchanged an aggregate of 100,000 shares of Common Stock (the
"Exchange") for 100,000 shares of newly-established Class B Common Stock of the
Company, par value $.01 per share (the "Class B Common Stock").
As a result of the Recapitalization, Exchange and Merger, 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 of Common Stock outstanding as set forth opposite its name:
Percentage
Investor No. of Shares Total Outstanding
- -------- ------------- -----------------
TCR International Partners, L.P. 151,770 4.0
TCRI Offshore Partners CV 223,257 5.9
Bobst Investment Corp. 53,893 1.4
Terbem Limited 336,372 8.9
As described in Item 6, pursuant to the Merger, Quilvest
American and the Investors entered into a Shareholders Agreement (as defined
below) with William D. Morton, and Three Cities and the Investors entered into a
Voting Agreement, pursuant to which William D. Morton has been granted the
irrevocable proxy to vote shares of Common Stock owned of record by the
Investors and by Quilvest American Equity, except in certain limited
circumstances whereby the right to vote such shares will revert to Quilvest
American and to Three Cities, respectively.
Mr. William D. Morton is the chairman, chief executive
officer, a director and the owner of approximately thirty-three percent (33%) of
the issued and outstanding capital stock of the Company. Mr. Morton is a
citizen of the United States and his business address is 1021 West Birchwood,
Morton, Illinois 61550.
PAGE 7 OF 41 PAGES
<PAGE>
During the last five years Mr. Morton has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has Mr. Morton been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction with the result of such proceeding
being Mr. Morton's being subject to a judgment decree or final order enjoining
future violation of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The following paragraph should be inserted at the end of Item
6:
Pursuant to the terms of a Shareholders Agreement dated as of
October 20, 1997 (the "Shareholders Agreement"), subsequent to the Merger, the
Investors and Quilvest American (collectively, the "TCR Affiliated Group")
granted William D. Morton a proxy ("Proxy") to vote all of the Common Stock and
all of the Class B Common Stock owned by them after the Merger. The Proxy covers
all matters to be voted upon by the shareholders of the Company except for: (i)
the liquidation of the Company; (ii) any sale of all, or substantially all, of
the assets of the Company; and (iii) any merger or consolidation involving the
Company, if immediately thereafter, the shareholders of the Company do not hold
the power to vote at least 60% of the votes entitled to elect the directors of
the company surviving such merger or consolidation. In the event that (a) the
TCR Affiliated Group is entitled to vote for any such sale, merger or
consolidation described immediately above; (b) any member of the TCR Affiliated
Group fails to vote in favor of such transaction; and (c) the transaction is not
approved by the shareholders of the Company, Mr. Morton may elect to cause the
TCR Affiliated Group to purchase all (but not less than all) of the Common Stock
and Class B Common Stock then owned by him and his affiliates for a purchase
price equal to fair market value of the assets he would have received in such
proposed transaction. If Mr. Morton would have retained any stock in the
proposed transaction, then the purchase price for such stock shall be equal to
the fair market value of such stock.
The Proxy will terminate upon the earliest of the following
events: (i) ten years from the date the respective Certificates of Merger are
filed with the Secretaries of States of the States of Georgia and Delaware (the
"Effective Time" or "Effective Date"); (ii) Mr. Morton's death or disability
(each as set forth in the employment agreement between the Company and Mr.
Morton); (iii) in the event Mr. Morton terminates his employment with the
Company (other than a Constructive Termination as defined in the employment
agreement between the Company and Mr.
PAGE 8 OF 41 PAGES
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Morton); (iv) in the event of Mr. Morton's termination by the Company for Cause
(as defined in the employment agreement between the Company and Mr. Morton); or
(v) if Mr. Morton's ownership of Common Stock falls below 1,096,425 shares,
including for this purpose shares of Common Stock issuable upon conversion or
exercise of any convertible security, option, warrant or subscription or
purchase right, as adjusted to reflect stock splits.
The Shareholders Agreement also restricts transfers by the TCR
Affiliated Group of their Common Stock for three years, imposes limits on the
number of shares of Common Stock that they can transfer after three years, and
restricts transfers by the TCR Affiliated Group of Class B Common Stock for ten
years.
In connection with the Shareholders Agreement, Three Cities
and the Investors entered into a Voting Agreement dated as of January 20, 1998
(the "Voting Agreement") whereby Three Cities and the Investors acknowledged the
prior and continuing existence of a proxy from the Investors granting Three
Cities the sole and irrevocable power to vote and dispose of the shares of
Common Stock and Class B Common Stock owned of record by the Investors. Three
Cities agreed in the Voting Agreement, though, to relinquish its rights to vote
such shares to the extent the Investors had granted such rights to William D.
Morton pursuant to the Shareholders Agreement and to limit its power to dispose
of such shares to the extent the Investors had agreed to be restricted in the
Shareholders Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS FROM INITIAL FILING.
The following exhibits are attached hereto:
Exhibit 1 Powers of Attorney
Exhibit 2 Shareholders Agreement
Exhibit 3 Voting Agreement
PAGE 9 OF 41 PAGES
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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: January 30, 1998
THREE CITIES HOLDINGS LIMITED
By: /s/ J. William Uhrig
-----------------------------------------
J. William Uhrig
Attorney-In-Fact
PAGE 10 OF 41 PAGES
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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: January 30, 1998
QUILVEST AMERICAN EQUITY
By: /s/ J. William Uhrig
-----------------------------------------
J. William Uhrig
Attorney-In-Fact
PAGE 11 OF 41 PAGES
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<TABLE>
<CAPTION>
SCHEDULE A
QUILVEST
Principal Occupation or
Employment and the Name
Principal Business and Address
Residence or Business of Organization in which such
Name Address Employment is Conducted Citizenship
- ---- --------------------- ------------------------------ -----------
<S> <C> <C> <C>
Julio E. Nunez c/o Quilvest Chairman of Quilvest and Argentina
Director (Chairman) 69 Chester Square several of its subsidiaries
London SW1, England
Peter Bemberg c/o Quilvest Officer of Laidlaw Holdings U.S.A.
Director 84, Grand Rue Inc., New York, New York
1660 Luxembourg (financial services company)
Grand Duchy of
Luxembourg
Andre Elvinger 15, Cote d'Eich Attorney-at-law, Luxembourg Luxembourg
Director 1450 Luxembourg
Grand Duch of
Luxembourg
Hans Jorg Furrer FIDES Chairman of the Executive Switzerland
Director Treuhandgesellschaft Committee, FIDES
Bleicherweg 33 Treuhandgesellschaft, Zurich,
8002 Zurich, Switzerland Switzerland
Paul de Ganay 243, Blvd. St. Germain Landowner France
Director Paris, France
Charles de 82 Blvd. Arago Professional investor and France
Montalembert Paris, France director of companies, France
Director
Alvaro Sainz de Sociedad Iberica de Director, Sociedad Iberica de Spain
Vicuna Cartera, S.A. (SIBEC) Cartera, S.A. (SIBEC),
Director Dr. Fleming 3 Madrid, Spain
Madrid, Spain
Louis James de Viel Establissements Martin General Manager, France
Castel 25bis rue de Constantine Establissements Martin, Paris,
Director Paris, France France
PAGE 12 OF 41 PAGES
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Principal Occupation or
Employment and the Name
Principal Business and Address
Residence or Business of Organization in which such
Name Address Employment is Conducted Citizenship
- ---- --------------------- ------------------------------ -----------
<S> <C> <C> <C>
Christian Baillet SAPLA General Manager, SAPLA, France
Chief Financial 243, Blvd. St. Germain (financial holding company)
Officer Paris, France Paris, and SIFAS, Paris,
France
Carlo Hoffman c/o Quilvest Secretary General of the Luxembourg
Secretary General 84, Grand Rue Quilmes Group of companies
Luxembourg
Grand Duchy of
Luxembourg
PAGE 13 OF 41 PAGES
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SCHEDULE B
QUILVEST OVERSEAS LIMITED
Principal Occupation or
Employment and the Name
Principal Business and Address
Residence or Business of Organization in which such
Name Address Employment is Conducted Citizenship
- ---- --------------------- ------------------------------ -----------
<S> <C> <C> <C>
Julio E. Nunez c/o Quilvest Chairman of Quilvest and Argentina
Director and 69 Chester Square several of its subsidiaries
President London SW1, England
Christian Baillet SAPLA General Manager, SAPLA, France
Director and 243, Blvd. St. Germain (financial holding company)
Treasurer Paris, France Paris, and SIFAS, Paris,
France
Walter Knecht Societe Internationale de Department Head, Societe Switzerland
Director Finance International de Finance
Lowenstrasse 19 (financial services)
Zurich, Switzerland
Kurt Sonderegger Societe Internationale de General Manager, Societe Switzerland
Director Finance International de Finance
Lowenstrasse 19 (financial services)
Zurich, Switzerland
Carlo Hoffman c/o Quilvest Secretary General of the Luxembourg
Secretary 84, Grand Rue Quilmes Group of companies
1660 Luxembourg
Grand Duchy of
Luxembourg
Eric Salvisberg Societe Internationale de Chief Executive Officer, Switzerland
Director Finance Societe International de Finance
Lowenstrasse 19 (financial services)
Zurich, Switzerland
PAGE 14 OF 41 PAGES
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SCHEDULE C
QUILVEST AMERICAN EQUITY
Principal Occupation or
Employment and the Name
Principal Business and Address
Residence or Business of Organization in which such
Name Address Employment is Conducted Citizenship
- ---- --------------------- ------------------------------ -----------
<S> <C> <C> <C>
Julio E. Nunez 69 Chester Square Chairman of Quilvest and Argentina
Director and London SW1, England several of its subsidiaries
President
Christian Baillet SAPLA General Manager, SAPLA, France
Director and 243, Blvd. St. Germain (Financial Holding Company)
Treasurer Paris, France Paris, and SIFAS, Paris
Walter Knecht Societe Internationale Department Head, Societe Switzerland
Director de Finance Internationale de Finance
Lowenstrasse 19 (financial services)
Zurich, Switzerland
Kurt Sonderegger Societe Internationale General Manager, Societe Switzerland
Director de Finance International de Finance
Lowenstrasse 19 (financial services)
Zurich, Switzerland
PAGE 15 OF 41 PAGES
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SCHEDULE D
THREE CITIES HOLDINGS LIMITED
Principal Occupation or
Employment and the Name
Principal Business and Address
Residence or Business of Organization in which such
Name Address Employment is Conducted Citizenship
- ---- --------------------- ------------------------------ -----------
<S> <C> <C> <C>
Julio E. Nunez 69 Chester Square Chairman of Quilvest (holding Argentina
Director and London SW1, company) and several of its
President England subsidiaries, Luxembourg
Christian Baillet SAPLA General Manager, SAPLA, France
Director and Vice 243, Blvd. St. (financial holding company)
President Germain Paris, and SIFAS (financial
Paris, France services), Paris, France
Eric Salvisberg Societe Internationale Chief Executive Officer, Switzerland
Director and de Finance Societe
Treasurer Lowenstrasse 19 International de Finance
Zurich, Switzerland (financial services), Zurich
Kurt Sonderegger Societe Internationale General Manager, Societe Switzerland
Director and de Finance International de Finance
Secretary Lowenstrasse 19 (financial services), Zurich
Zurich, Switzerland
PAGE 16 OF 41 PAGES
</TABLE>
EXHIBIT 1
QUILVEST AMERICAN EQUITY
POWER OF ATTORNEY
Know all men by these presents that Quilvest American Entity
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 Quilvest American Equity all actions which said Attorneys-In-Fact
shall in their sole discretion, severally determine to be appropriate in
connection with (i) the Amendment No. 6 to Schedule 13D to be filed with the
Securities and Exchange Commission with respect to the holdings of Morton
Industrial Group, Inc. ("Amendment No. 6"), and (ii) any further amendments to
Schedule 13D required in connection with the matters described in Amendment No.
6. In addition, Quilvest American Equity 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 Quilvest American Equity might do or could do by
its duly authorized officers if personally present, and Quilvest American Equity
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: January 29, 1998
QUILVEST AMERICAN EQUITY
By: /s/ Walter Knecht
----------------------------
Name: Walter Knecht
Title: Secretary
By: /s/ Christian Baillet
----------------------------
Name: Christian Baillet
Title: Director
PAGE 17 OF 41 PAGES
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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. 6 to Schedule 13D to be
filed with the Securities and Exchange Commission with respect to the holdings
of Morton Industrial Group, Inc. ("Amendment No. 6"), and (ii) any further
amendments to Schedule 13D required in connection with the matters described in
Amendment No. 6. 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: January 29, 1998
THREE CITIES HOLDINGS LIMITED
By: /s/ Kurt Sonderegger
----------------------------
Name: Kurt Sonderegger
Title: Secretary
By: /s/ Christian Baillet
----------------------------
Name: Christian Baillet
Title: Director
PAGE 18 OF 41 PAGES
EXHIBIT 2
SHAREHOLDERS AGREEMENT
AGREEMENT, dated as of October 20, 1997, between Terbem
Limited, Tinvest Limited, Teribe Limited, TCR International Partners, LP,
Mitvest Limited, Bobst Investment Corp. and TCRI Offshore Partners CV
(collectively, the "TCR Group," each individually, a "TCR Group Member") and
William D. Morton ("Morton").
WHEREAS, Morton Metalcraft Holding Co., a Delaware Corporation
("Morton Metalcraft"), and MLX Corp., a Georgia corporation ("MLX"), have
entered into an Agreement and Plan of Merger, dated as of October 20, 1997 (the
"Merger Agreement") pursuant to which Morton Metalcraft will be merged with and
into MLX (the "Merger"), with MLX being the surviving corporation (hereinafter
referred to as the "Corporation");
WHEREAS, pursuant to the Merger Agreement, Morton will acquire
1,218,990 shares of the Class A Common Stock, par value $.01 per share, of the
Corporation ("Class A Common Stock") and 100,000 shares of Class B Common Stock,
par value $.01 per share, of the Corporation ("Class B Common Stock" and
together with the Class A Common Stock, the "Common Stock" );
WHEREAS, pursuant to the Recapitalization, the TCR Group will
hold an aggregate of 888,178 shares of the Class A Common Stock and 100,000
shares of Class B Common Stock;
WHEREAS, the TCR Group and Morton desire to enter into an
agreement with respect to certain matters regarding the transfer and voting of
certain
PAGE 19 OF 41 PAGES
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Shares of Common Stock that will be owned by the TCR Group and Morton upon
consummation of the Recapitalization and the Merger.
NOW THEREFORE, in consideration of the mutual promises and
agreements set forth herein, the adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. As used in this Agreement, the
following terms shall have the meanings set forth below:
"Affiliate" of any Person means (i) in the case of
any TCR Group Member, any other Person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, such TCR Group Member, and (ii) in the case of Morton, a member of
Morton's immediate family, which shall include his parents, spouse, children or
grandchildren, and spouses of children or grandchildren ("Family Members"), or a
trust, corporation or partnership, all of the beneficial interests in which
shall be held by Morton or one or more Family Members of Morton; provided,
however, that during the period any such trust, corporation, or partnership
holds any right, title or interest in any Shares, no Person other than Morton or
one or more Family Members of Morton may be or become beneficiaries,
stockholders or limited or general partners thereof.
"Class A Common Stock" has the meaning set forth in the
recitals to this Agreement.
"Class B Common Stock" has the meaning set forth in the
recitals to this Agreement.
PAGE 20 OF 41 PAGES
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"Common Stock" has the meaning set forth in the recitals to
this Agreement.
"Common Stock Equivalents" means any security or obligation
which is by its terms convertible into Shares of Common Stock, including,
without limitation, any option, warrant or other subscription or purchase right
with respect to Class A Common Stock or Class B Common Stock.
"Effective Time" means the date and time when the Merger
Agreement shall become effective (as specified in the Merger Agreement).
"Employment Agreement" means that certain Employment
Agreement, to be executed between Morton and the Corporation as of the Effective
Time.
"Fair Market Value" means with respect to (i) any security
traded on a registered securities exchange, the NASDAQ Stock Market, or the over
the counter market, the average of the last quoted trade of such security on the
twenty (20) consecutive trading days ended one trading day before the date of
determination of Fair Market Value (provided that for any such trading day on
which such security was not traded, the last quoted trade on the next preceding
trading day when such security was traded shall be used in computing such
average), and (ii) any other asset, the value as determined by a mutually agreed
upon appraiser, which shall be either a nationally recognized accounting firm
that is not the certified public accounting firm of any TCR Group Member or
Morton, or a nationally recognized investment banking firm.
PAGE 21 OF 41 PAGES
<PAGE>
"Fully Permitted Number" means, at any time, (i) in the event
that the Maximum Sale Number is less than the number of Shares of Class A Common
Stock owned by the TCR Group and its Affiliates and Morton and his Affiliates,
each group's pro rata share of the Maximum Sale Number, based upon each group's
ownership of outstanding Shares of Class A Common Stock, and (ii) in the event
that the Maximum Sale Number is greater than the number of Shares of Class A
Common Stock owned by the TCR group and its Affiliates and Morton and his
Affiliates (a) in the case of the TCR Group and its Affiliates, the number of
Shares of Class A Common Stock owned by the TCR Group and its Affiliates at such
time and (b) in the case of Morton and his Affiliates, the Maximum Sale Number
minus the number of Shares of Class A Common Stock owned by the TCR Group and
its Affiliates at such time. For purposes of this definition, the number of
Shares of Class A Common Stock owned by Morton and his Affiliates shall be
deemed to be 418,990 Shares less any Shares sold by Morton and his Affiliates
after the Effective Time, but not less than zero. Morton and his Affiliates'
Fully Permitted Number may exceed 418,990 pursuant to the terms of this
definition.
"Intention Notice" has the meaning set forth in Section 5.1.2
of this Agreement.
"Morton Put Right" has the meaning set forth in Section 4.1 of
this Agreement.
"Maximum Sale Number" means, at any time, the maximum number
of Shares of Class A Common Stock that can be sold without causing a "change in
PAGE 22 OF 41 PAGES
<PAGE>
ownership," as defined in section 382 of the Internal Revenue Code of 1986, as
amended.
"Permitted Transferee" has the meaning set forth in Section
5.4 of this Agreement.
"Person" means any individual, corporation, partnership,
limited liability company, firm, joint venture, association, joint stock
company, trust, unincorporated organization, governmental body or other entity.
"Proxy Termination Date" has the meaning set forth in Section
3.2 of this Agreement.
"Put Notice" has the meaning set forth in Section 4.2 of this
Agreement.
"Put Securities" has the meaning set forth in Section 4.1 of
this Agreement.
"Recapitalization" means the recapitalization of MLX as
contemplated by Sections 4.4 and 5.10 of the Merger Agreement.
"Shares" means, with respect to each party, all shares,
whether now owned or hereafter acquired, of Class A Common Stock or Class B
Common Stock owned by such party or its Affiliates, including shares of Common
Stock which are issued upon conversion, exercise or exchange of all Common Stock
Equivalents.
"transfer" has the meaning set forth in Section 5 of this
Agreement.
"Transfer Notice" has the meaning set forth in Section 5.1.2
of this Agreement.
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<PAGE>
"Transfer Notice Provider" has the meaning set forth in
Section 5.1.2 of this Agreement.
"Transfer Notice Recipient" has the meaning set forth in
Section 5.1.2 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 MLX are authorized to be delivered to certain officers, other key employees,
directors and consultants by MLX.
2. Effective Date; Term. This Agreement shall become effective
only upon the consummation of the Merger and shall remain in effect until the
Proxy Termination Date.
3. Irrevocable Proxy.
3.1 Grant of Proxy. The TCR Group hereby grants to,
and appoints Morton as its irrevocable proxy and attorney-in-fact (with full
power of substitution) to vote and/or to act by written consent with respect to
all of the Shares of Class A Common Stock and Class B Common Stock owned by the
TCR Group and its Affiliates with regard to all matters to be voted upon by the
stockholders of the Corporation (including the vote for directors of the
corporation), provided that the TCR Group does not grant to or appoint Morton as
its irrevocable proxy to vote or act with regard to the following matters: (i)
the liquidation of the Corporation; (ii) any sale of all, or substantially all,
of the assets of the Corporation; and (iii) any
PAGE 24 OF 41 PAGES
<PAGE>
merger or consolidation involving the Corporation, if immediately thereafter
stockholders of the Corporation (including Morton) before such merger or
consolidation do not hold (by ownership of stock, by proxy or otherwise) the
power to vote at least 60% of votes entitled to elect the directors of the
corporation resulting from such transaction. The proxy hereby granted by the TCR
Group is given in consideration of the other mutual covenants herein contained,
and as such is coupled with an interest and shall be irrevocable until the
occurrence of an event of termination set forth in Section 3.2.
3.2 Termination of Proxy. The proxy granted to Morton
pursuant to Section 3.1 shall terminate and be of no further force or effect
upon the earliest to occur of (i) ten years after the Effective Time; (ii)
Morton's death or Disability (as defined in the Employment Agreement); (iii) in
the event Morton terminates his employment with the Corporation (other than a
Constructive Termination as defined in the Employment Agreement); (iv) in the
event of Morton's termination by the Corporation for Cause (as defined in the
Employment Agreement) or (v) in the event that Morton's ownership of Class A
Common Stock falls below 1,096,425 Shares, including for this purpose Shares
issuable upon conversion, exercise or exchange of all Common Stock Equivalents,
as adjusted to reflect stock splits and similar actions in respect of the Class
A Common Stock after the Effective Time (the date of the occurrence of any such
event described in clauses (i) through (v) being referred to as the "Proxy
Termination Date").
PAGE 25 OF 41 PAGES
<PAGE>
4. Morton Put Right.
4.1 Exercise. If at any time prior to the Proxy
Termination Date (i) the TCR Group is entitled to vote for a transaction
described in (ii) and (iii) of the proviso to Section 3.1; (ii) any TCR Group
Member or Affiliate fails to vote in favor of any such transaction and (iii)
such transaction is not approved by the stockholders of the Corporation, then
Morton shall have the right and option (the "Morton Put Right") to require the
TCR Group to purchase all, but not less than all, of the Class A Common Stock
and Class B Common Stock then owned by Morton and his Affiliates (the "Put
Securities"). If Morton shall exercise the Morton Put Right, the TCR Group shall
be obligated, jointly and severally, to purchase the Put Securities for a
purchase price equal to the Fair Market Value Morton would have received in such
proposed transaction for his Class A Common Stock and Class B Common Stock,
provided that in the event that Morton would have retained any or all of the Put
Securities in such proposed transaction, the purchase price for such Put
Securities shall be equal to the Fair Market Value of such Put Securities.
4.2 Notice and Duration. Exercise of the Morton Put
Right may only be effected by delivering written notice to the TCR Group (the
"Put Notice"). The Put Notice shall state the number of Put Securities held by
Morton and his Affiliates. Exercise of the Morton Put Right shall be made, if at
all, within 20 days after the occurrence of the event giving rise to the Morton
Put Right.
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<PAGE>
4.3 Closing of Purchase of Put Securities. In any
case where Morton exercises the Morton Put Right, the TCR Group shall purchase
for cash the Put Securities within 45 days of the delivery of the Put Notice.
4.4 Termination of Morton Put Right. Morton shall
have no right to exercise the Morton Put Right following, and the Morton Put
Right shall terminate and be of no further force and effect, on the earliest to
occur of (i) the expiration of the 20 day period described in Section 4.2 or
(ii) the Proxy Termination Date.
5. Restrictions on Transfer and Purchase of Shares. The TCR
Group and their Affiliates and Morton and his Affiliates shall not sell, give,
assign, hypothecate, pledge, encumber, grant a security interest in or otherwise
dispose of (whether by operation of law or otherwise) (each a "transfer") or
purchase any Shares or any right, title or interest therein or thereto, except
for transfers and purchases made in compliance with the provisions of this
Agreement. Notwithstanding the existence of the proxy contained in Section 3.1,
the TCR Group and its Affiliates may transfer Shares pursuant to the terms of
this Agreement and any Shares transferred in compliance with the terms of this
Agreement shall be free and clear of such proxy.
5.1 Limitation on Transfer of Class A Common Stock.
5.1.1 For three (3) years after the Effective
Time, neither the TCR Group, Morton, nor any of their respective Affiliates may
transfer any Shares of Class A Common Stock owned as of the Effective Time.
PAGE 27 OF 41 PAGES
<PAGE>
5.1.2 Commencing three (3) years after the
Effective Time, neither Morton, any TCR Group Member nor any of their respective
Affiliates may transfer any Shares of Class A Common Stock without complying
with the procedures and requirements set forth in this Section 5.1.2. Prior to
making any such transfer, Morton or any of his Affiliates, on the one hand, or
the TCR Group or any of its Affiliates, on the other hand, shall provide written
notice (the "Transfer Notice" and such party providing the Transfer Notice
together with its Affiliates being referred to herein as the "Transfer Notice
Provider") to the other party (together with its Affiliates the "Transfer Notice
Recipient") of the Transfer Notice Provider's intention to make such transfer,
which notice shall state the number of Shares proposed to be transferred, which
number may be up to the Transfer Notice Provider's Fully Permitted Number.
Within fifteen (15) days of the delivery of such Transfer Notice, the Transfer
Notice Recipient shall deliver written notice (the "Intention Notice") to the
Transfer Notice Provider, which notice shall state one of the following: (i)
that the Transfer Notice Recipient does not intend to sell any Shares of Class A
Common Stock or (ii) that the Transfer Notice Recipient intends to sell Shares
of Class A Common Stock and the number of Shares such party intends to sell,
which number may be up to the Transfer Notice Recipient's Fully Permitted
Number. In the event that the Intention Notice contains the information
contained in clause (i) above or in the event that no Intention Notice is
provided, the Transfer Notice Provider may sell Shares of Class A Common Stock
in any amount up to the Transfer Notice Provider's Fully Permitted Number,
provided that such transfer shall
PAGE 28 OF 41 PAGES
<PAGE>
be made within sixty (60) days from the earlier of (a) the date on which the
Intention Notice is provided or (b) fifteen (15) days from the date the Transfer
Notice is provided. In the event that the Intention Notice contains the
information contained in clause (ii) above, the Transfer Notice Provider and the
Transfer Notice Recipient may transfer Shares of Class A Common Stock in an
amount up to their respective Fully Permitted Numbers, provided that such
transfer shall be made within sixty (60) days from the earlier of (a) the date
on which the Intention Notice is provided or (b) fifteen (15) days from the date
the Transfer Notice is provided. Any attempt to transfer any Shares in violation
of this Section 5.1.2 shall be null and void ab initio and the Corporation shall
not register any such transfer. Nothing contained within this Section 5.1.2
shall be deemed to affect the obligations of Morton, any TCR Group Member or any
of their respective Affiliates to comply with any conditions or requirements set
forth in the Articles of Incorporation of the Corporation, including any
requirement to obtain any approval of the Board of Directors of the Corporation,
any other documents of corporate governance, any other contract or agreement, or
any applicable federal or state securities laws.
5.2 Limitation on Transfer of Class B Common Stock.
Neither the TCR Group, Morton, nor any of their respective Affiliates may
transfer any Shares of Class B Common Stock owned as of the Effective Time or
convert any Shares of Class B Common Stock owned as of the Effective Time into
Shares of Class A Common Stock pursuant to Section 2.3 of the Articles of
Amendment of the
PAGE 29 OF 41 PAGES
<PAGE>
Articles of Incorporation of MLX until the earlier of (i) ten (10) years after
the Effective Time or (ii) the Proxy Termination Date.
5.3 Limitation on Purchase of Shares. Neither the TCR
Group or any of its Affiliates, on the one hand, nor Morton or any of his
Affiliates, on the other hand, shall purchase additional Shares of Class A
Common Stock or Class B Common Stock after the Effective Time without the
approval of Morton or the TCR Group, respectively, and of the Board of Directors
of the Corporation, provided that this limitation shall not apply to the
purchase of Shares of Class A Common Stock by Morton and his Affiliates pursuant
to Common Stock Equivalents owned by Morton immediately after the Merger or
issued to Morton pursuant to the 1997 Stock Plan. 5.4 Permitted Transfers.
Notwithstanding anything to the contrary contained in this Agreement, but
subject to this Section 5.4 and Section 5.5, at any time, any TCR Group Member
or Morton or their respective Affiliates may transfer all or a portion of its
Shares to any other TCR Group Member or to Morton or their respective Affiliates
(each, a "Permitted Transferee") and Morton and his Affiliates may transfer
their Shares pursuant to Section 4.1. 5.5 Permitted Transfer Procedures. If any
member of the TCR Group or Morton or any of their respective Affiliates wishes
to transfer Shares to a Permitted Transferee under Section 5.4, such party shall
give written notice to the other party of its intention to make any such
transfer not less than ten (10) days prior to effecting such transfer, which
notice shall state the name and address of each
PAGE 30 OF 41 PAGES
<PAGE>
Permitted Transferee to whom such transfer is proposed and the number of Shares
proposed to be transferred to such Permitted Transferee; provided that the
Permitted Transferee shall have assumed in writing all of the obligations of his
transferor imposed by this Agreement and shall have agreed to be bound by each
of the terms and provisions of this Agreement to which such transferor was
bound.
6. Miscellaneous.
6.1 Waiver of Compliance; Consents. Any failure of
the TCR Group or its Affiliates, on the one hand, or Morton or his Affiliates,
on the other hand, to comply with any obligation, covenant, agreement or
condition herein may be waived by Morton or the TCR Group, respectively, only by
a written instrument signed by the party granting such waiver, but such waiver
or failure to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given
in writing in a manner consistent with the requirements for a waiver of
compliance as set forth in this Section 6.1.
6.2 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered in person, by facsimile or telegram or on the next business day when
sent by overnight courier or on the second succeeding business day when sent by
registered or certified mail (postage prepaid, return receipt requested) to the
PAGE 31 OF 41 PAGES
<PAGE>
respective parties at the following addresses (or at such other address for a
party as shall be specified by like notice);
(i) if to the TCR Group and its Affiliates, to
Three Cities Research, Inc.
135 East 57th Street
New York, NY 10022
Attention: W. Robert Wright
Telecopy: (212) 980-1142
with a copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, NY 10019-6064
Attention: Robert M. Hirsh, Esq.
Telecopy: (212) 757-3990
and
(ii) if to William Morton and his Affiliates, to
Morton Metalcraft Holding Co.
1021 West Birchwood
Morton, Illinois 61550
Attention: William D. Morton
Telecopy: (309) 263-1841
with a copy to
Husch & Eppenberger
101 S.W. Adams Street, Suite 800
Peoria, Illinois 61602-1335
Attention: Gene Petersen
Telecopy: (309) 637-4928
6.3 Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. Neither this
Agreement nor any of the
PAGE 32 OF 41 PAGES
<PAGE>
rights, interests or obligations hereunder shall be assigned by either of the
parties hereto without the prior written consent of the other party. This
Agreement is not intended to confer upon any other person except the parties
hereto any rights or remedies hereunder.
6.4 Governing Law. This Agreement shall be governed
by the laws of the State of Delaware, without giving effect to the principles of
conflicts of law thereof or of any other jurisdiction.
6.5 Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
6.6 Headings. The article and section headings
contained in this Agreement are solely for the purpose of reference, are not
part of the agreement of the parties and shall not in any way affect the meaning
or interpretation of this Agreement.
6.7 Entire Agreement. This Agreement and the
documents or instruments referred to herein, embodies the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, representations, warranties,
covenants, or undertakings, other than those expressly set forth or referred to
herein. This Agreement supersedes all prior agreements and the understandings
between the parties with respect to such subject matter.
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<PAGE>
6.8 Specific Performance. The parties hereto intend
that each of the parties have the right to seek damages or specific performance
in the event that any other party hereto fails to perform such party's
obligations hereunder. Therefore, if any party shall institute any action or
proceeding to enforce the provisions hereof, any party against whom such action
or proceeding is brought hereby waives any claim or defense therein that the
plaintiff party has an adequate remedy at law.
6.9 Further Assurances. Each of the parties shall,
and shall cause their respective Affiliates to, execute such instruments and
take such action as may be reasonably required or desirable to carry out the
provisions hereof and the transactions contemplated hereby.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
/s/ William D. Morton
---------------------
William D. Morton
TERBEM LIMITED
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
TINVEST LIMITED
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
TERIBE LIMITED
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
PAGE 35 OF 41 PAGES
<PAGE>
TCR INTERNATIONAL PARTNERS, L.P.
By: Three Cities Research, Inc.,
its general partner
By: /s/ Willem de Vogel
-----------------------
Name: Willem de Vogel
Title: President
MITVEST LIMITED
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
BOBST INVESTMENT CORP.
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
PAGE 36 OF 41 PAGES
<PAGE>
TCRI OFFSHORE PARTNERS CV
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
PAGE 37 OF 41 PAGES
EXHIBIT 3
VOTING AGREEMENT
AGREEMENT, dated as of January 29, 1998, between Terbem
Limited ("Terbem"), TCR International Partners, L.P. ("TCR Int'l"), Bobst
Investment Corp. ("Bobst") and Three Cities Offshore Partners CV ("TCRI
Offshore," and collectively with Terbem, TCR Int'l and Bobst the "Investors")
and Three Cities Holdings Limited ("Three Cities Holdings");
WHEREAS, Morton Metalcraft Holding Co. ("Morton Metalcraft")
and MLX Corp. (the "Company" or "MLX") have entered into an Agreement and
Plan of Merger, dated as of October 20, 1997, pursuant to which Morton
Metalcraft will be merged with and into the Company, with MLX being the
surviving corporation;
WHEREAS, pursuant to the Merger, Terbem, TCR Int'l, Bobst,
Tinvest Limited ("Tinvest"), Quilvest American Equity (f/k/a Teribe Limited)
("Quilvest") and Mitvest Limited ("Mitvest, and collectively with Terbem, TCR
Int'l, Bobst, Tinvest and Quilvest, the "TCR Group") and William D. Morton
("Morton") entered into a Shareholders Agreement, dated as of October 20, 1997,
pursuant to which the TCR Group granted to Morton certain voting rights with
respect to the Class A Common Stock, par value $.01 per share, of the Company
("Class A Common Stock") and Class B Common Stock, par value $.01 per share, of
the Company ("Class B Common Stock" and together with the Class A Common Stock,
the "Common Stock") owned by the TCR Group subsequent to the Merger;
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<PAGE>
WHEREAS Mitvest and Tinvest have transferred their shares of
existing common stock, par value $.01 per share, of the Company (the "Existing
Common Stock") to TCRI Offshore;
WHEREAS in furtherance of an arrangement whereby Three Cities
Holdings directs the Investors to acquire record ownership of stock and other
securities identified by Three Cities Holdings, the Investors have previously
granted to Three Cities Holdings the sole and irrevocable power to vote and
dispose of those shares of Common Stock that are owned by the Investors (the
"Existing Agreement");
WHEREAS the Investors and Three Cities Holdings wish to
clarify the voting rights of the parties hereto;
NOW, THEREFORE, the parties hereto, intending to be legally
bound thereby, agree as follows:
6.9.1 Notwithstanding the Existing Agreement, Three Cities
Holdings hereby relinquishes any right to vote and/or act by written consent
with respect to all shares of Common Stock owned of record by the Investors with
regard to any matter to be voted upon by the shareholders of the Company where
such right to vote or act has been granted to Morton or conflicts with any
rights granted to Morton pursuant to the Shareholders Agreement;
6.9.2 Notwithstanding the Existing Agreement, Three Cities
Holdings relinquishes any right to sell, give, assign, hypothecate, pledge,
encumber, grant a security interest in or otherwise dispose of (whether by
operation of law or otherwise) (each, a "Transfer") any shares of Common Stock
owned of record by the Investors
PAGE 39 OF 41 PAGES
<PAGE>
or to purchase any additional shares of Common Stock on behalf of the Investors
where such Transfer or purchase would conflict with any of the restrictions on
Transfers and purchases of shares of Common Stock set forth in the Shareholders
Agreement;
6.9.3 The parties confirm that Three Cities Holdings shall
retain any and all right and power to vote and/or act by written consent with
respect to all shares of Common Stock owned by the Investors with regard to any
matter to be voted upon by the shareholders of the Company where such right to
vote or act has not been granted to Morton pursuant to the Shareholders
Agreement.
6.9.4 The parties confirm that Three Cities Holdings shall
retain any and all rights to Transfer or otherwise dispose of shares of Common
Stock owned by the Investors or to purchase shares of Common Stock on behalf of
the Investors in any and all circumstances where such Transfer, disposition or
purchase does not conflict with the restrictions on Transfers, dispositions and
purchases of shares of Common Stock set forth in the Shareholders Agreement.
6.9.5 This Agreement shall be governed by the laws of the
State of New York, without giving effect to the principles of conflicts of laws
thereof or of any other jurisdiction.
6.9.6 This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
TERBEM LIMITED
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
TCR INTERNATIONAL PARTNERS, L.P.
By: Three Cities Research, Inc.,
its general partner
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
BOBST INVESTMENT CORP.
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
THREE CITIES OFFSHORE PARTNERS CV
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
THREE CITIES HOLDINGS LIMITED
By: /s/ W. Robert Wright
------------------------
Name: W. Robert Wright
Title: Attorney-in-Fact
PAGE 41 OF 41 PAGES
