<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SCHERER HEALTHCARE, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
806530101
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(CUSIP Number)
Robert P. Scherer, Jr., Scherer Healthcare, Inc.
2859 Paces Ferry Road, Suite 300
Atlanta, Georgia 30339
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
March 3, 1997
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. / /
Check the following box if a fee is being paid with this statement / /
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7.)
(Continued on following pages)
Page 1 of 10 Pages
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1. Names of Reporting Persons, S.S. or I.R.S. Identification Nos.
of Above Persons
Robert P. Scherer, Jr.
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2. Check the Appropriate Box if a Member (a) /x/
of a Group
(b) / /
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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6. Citizenship or Place of Organization
Individual resident of the State of Georgia and a citizen of the
United States of America
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Number of Shares (7) Sole Voting Power:
Beneficially Owned 1,023,521.5 shares including
by Each Reporting (i) 443,983 shares owned directly;
Person With (ii) 562,738.5 shares held as Trustee
of a voting trust for the benefit of his adult
children and (iii) 16,800 shares which may be
acquired upon exercise of outstanding stock
options.
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(8) Shared Voting Power: 1,584,458.5 shares.
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(9) Sole Dispositive Power: Same as (7).
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(10) Shared Dispositive Power: Same as (8).
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,607,980
shares of the Issuer's Common Stock including (i) 443,983 shares owned by
Robert P. Scherer, Jr.; (ii) 1,244,234.5 shares owned by RPS Investments,
Inc.; (iii) 562,738.5 shares held by Robert P. Scherer, Jr. as Trustee under
a voting trust for the benefit of his adult children; (iv) 340,224 shares
held by Robert P. Scherer, Jr. as Co-Trustee with SunTrust Bank of a
residuary trust for the benefit of his family; and 16,800 shares that Robert
P. Scherer, Jr. may acquire upon exercise of outstanding stock options.
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(12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares / /
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(13) Percent of Class Represented by Amount in Row (11)
60.2%
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(14) Type of Reporting Person
IN
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<PAGE>
1. Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of
Above Persons
RPS Investments, Inc.
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2. Check the Appropriate Box if a Member (a) /x/
of a Group* (b) / /
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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6. Citizenship or Place of Organization
Delaware
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Number of Shares (7) Sole Voting Power: 0 shares.
Beneficially Owned
by Each Reporting
Person with
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(8) Shared Voting Power: 1,244,234.5 shares.
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(9) Sole Dispositive Power: Same as (7).
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(10) Shared Dispositive Power: Same as (8).
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,244,234.5 shares.
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
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(13) Percent of Class Represented by Amount in Row (11)
28.8%
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(14) Type of Reporting Person
CO
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<PAGE>
1. Names of Reporting Persons, S.S. or I.R.S. Identification Nos.
of Above Persons
RPS Investments, Ltd.
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2. Check the Appropriate Box if a Member (a) /x/
of a Group (b) / /
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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6. Citizenship or Place of Organization
Georgia
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Number of Shares (7) Sole Voting Power: 0 shares.
Beneficially Owned
by Each Reporting
Person with
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(8) Shared Voting Power: 0 shares.
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(9) Sole Dispositive Power: Same as (7).
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(10) Shared Dispositive Power: Same as (8).
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 shares.
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
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(13) Percent of Class Represented by Amount in Row (11)
0.0%
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(14) Type of Reporting Person
PN
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<PAGE>
FIRST AMENDMENT OF INFORMATION REQUIRED
PURSUANT TO SECTION 13(d)(1) OR 14(d)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCHEDULE - 13D - AMENDMENT NO. 1
The following amendment to the statement of information is being filed by
Robert P. Scherer, Jr., RPS Investments, Inc. and RPS Investments, Ltd.
Pursuant to Regulation Section 240.13d-2 of the Rules and Regulations of the
Securities and Exchange Commission.
Item 1. Security and Issuer
This Schedule relates to the $0.01 par value common stock of Scherer
Healthcare, Inc. (the "Issuer") (formerly Alo-Scherer Healthcare, Inc.,
formerly Aloe Creme Laboratories, Inc.), a Delaware corporation whose
principal executive offices are located at 2859 Paces Ferry Road, Suite 300,
Atlanta, Georgia 30339.
Item 2. Identity and Background
(a) This statement is being filed by the following persons:
(i) Robert P. Scherer, Jr., an individual resident of the State of
Georgia and a citizen of the United States of America ("Mr. Scherer, Jr.");
(ii) RPS Investments, Inc. ("RII"), a corporation incorporated under
the laws of the State of Delaware, whose principal office and business
address is 2859 Paces Ferry Road, Suite 300, Atlanta, Georgia 30339. RII is a
privately held holding company whose principal business was as managing
general partner of RPS Investments, Ltd. Robert P. Scherer, Jr., controls
RII.; and
(iii) RPS Investments, Ltd. ("RIL"), a limited partnership organized
under the laws of the State of Georgia, whose general partner is RII and
whose principal office and business address is 2859 Paces Ferry Road, Suite
300, Atlanta, Georgia 30339. RIL was a family partnership for the family of
Robert P. Scherer, Jr.
Neither Mr. Scherer, Jr., RII nor RIL has, during the last five years,
(A) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (B) 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.
Set forth below is certain information regarding each executive officer
and director of RII, the general partner of RIL. None of the individuals
listed below has, during the last five years, (A) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(B) 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 enjoying future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. Each
person listed is a citizen of the United States.
<PAGE>
Name and Principal Occupation Business Address
Robert P. Scherer, Jr. 2859 Paces Ferry Road, Suite 300
CHAIRMAN OF THE BOARD AND Atlanta, Georgia 30339
CHIEF EXECUTIVE OFFICER
OF MARQUEST MEDICAL
PRODUCTS, INC. AND
ISSUER; PRESIDENT OF
SCHERER CAPITAL COMPANY,
LLC; PRESIDENT AND SOLE
DIRECTOR OF RII, GENERAL
PARTNER OF RIL
Amy M. Murphy 2859 Paces Ferry Road,
VICE PRESIDENT OF Suite 300
CORPORATE OPERATIONS AND Atlanta, Georgia 30339
SECRETARY OF SHI;
EXECUTIVE VICE PRESIDENT
AND SECRETARY OF SCHERER
CAPITAL COMPANY LLC;
SECRETARY OF RII, GENERAL
PARTNER OF RIL
Item 3. Source and Amount of Funds or Other Consideration
On or about February 23, 1997, a Settlement Agreement (the "Settlement
Agreement") was entered into by and among Mr. Scherer, Jr., Robert P.
Scherer, III, Lesley Scherer Reeves, Stephen M. Scherer, Mark C. Scherer,
RIL, RII, Scherer Scientific, Ltd., The Scherer Company, Scherer Capital
Company, LLC, and Scherer Properties, LLC. The Settlement Agreement
memorialized the settlement, agreements and releases relating to the
settlement of two legal actions as further described in the Settlement
Agreement. In particular, the Settlement Agreement provided that certain
shares of the Issuer would be transferred, for no consideration, to and
through various Scherer entities to Mr. Scherer, Jr. and to his four adult
children, Robert P. Scherer, III, Lesley Scherer Reeves, Stephen M. Scherer,
and Mark C. Scherer (collectively, hereinafter referred to as the "Scherer
Children").
The transfers of the Issuer's stock effected pursuant to the Settlement
Agreement were as follows:
First, RIL transferred:
(a) 1,211,347 shares of the Issuer to RII; and
(b) 443,983 shares of the Issuer to Mr. Scherer, Jr.
(c) 551,776 shares of the Issuer to the Scherer Children, jointly;
Thereafter, RIL was dissolved.
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Second, RII transferred:
(a) 2,740.625 shares of the Issuer to Robert P. Scherer, III, an
adult child of Mr. Scherer, Jr.;
(b) 2,740.625 shares of the Issuer to Lesley Scherer Reeves, an
adult child of Mr. Scherer, Jr.;
(c) 2,740.625 shares of the Issuer to Stephen M. Scherer, an adult
child of Mr. Scherer, Jr.; and
(d) 2,740.625 shares of the Issuer to Mark C. Scherer, an adult
child of Mr. Scherer, Jr.
Third,
(a) the Scherer Children, jointly, transferred 551,776 shares
of the Issuer;
(b) Robert P. Scherer, III transferred 2,740.625 shares of the
Issuer;
(c) Lesley Scherer Reeves transferred 2,740.625 shares of the Issuer;
(d) Stephen M. Scherer transferred 2,740.625 shares of the Issuer;
and
(e) Mark C. Scherer transferred 2,740.625 shares of the Issuer
to Mr. Scherer, Jr., as Trustee under that certain Trust Agreement, dated
February 23, 1997, with respect to all of the above referenced shares of
the Issuer and any shares of such Issuer later acquired by the Scherer
Children ( the "SHI Stock Trust Agreement").
Pursuant to the terms of the Settlement Agreement, all documents
executed pursuant to the Settlement Agreement were held in escrow until 5:00
p.m. on March 3, 1997. Upon termination of the escrow, all of the above
parties became irrevocably bound to transfer said above shares of the Issuer.
Item 4. Purpose of Transaction
The purpose of the transactions described above was to settle the
following referenced lawsuits:
Civil Action No. E-35748 in the Superior Court of Fulton County, State
of Georgia, styled RPS Investments, Ltd., Scherer Scientific, Ltd., Scherer
Capital Company, L.L.C. and Scherer Properties, L.L.C., Plaintiffs v. Robert
D. Tucker, James E. Brands, Action Travel, Inc., BodyCare, Inc., Brands &
Co., Exchange Management Co., Inc., Ford Trading Co., LLC. Sweetwater Farms,
Inc., Tavistock, U.S. Environmental Compliance Corp., and John Does 1-25,
Defendants v. Robert P. Scherer, Jr., Scherer Laboratories, Inc. and John
Does 1-10, Additional Defendants in Counterclaim, and Civil Action No.
E-52899 in the Superior Court of Fulton County, State of Georgia, styled J.
Donald Gaines, Plaintiff, v. RPS Investments, Ltd., Scherer Scientific, Ltd.,
Scherer Capital Company, LLC, and Scherer Properties, LLC, Robert P. Scherer,
Jr., Robert P. Scherer, III; Steven M. Reeves; Lesley Scherer Reeves; and
Mark M. Scherer, Defendants.
Mr. Scherer, Jr., as a majority shareholder of the Issuer, has the
present intent to grant to the Issuer's Board of Directors the authority to
vote the shares of common stock of Marquest Medical Products, Inc. ("MMPI")
owned by the Issuer to approve (i) the Agreement and Plan of
<PAGE>
Merger dated as of March 14, 1997 (the "Merger Agreement"), by and among
Vital Signs, Inc. ("VSI"), VSI Acquisition Corporation, a wholly owned
subsidiary of VSI ("Newco"), and MMPI providing for the merger of Newco with
and into MMPI (the "Merger"), with MMPI surviving the Merger as a wholly
owned subsidiary of VSI, and whereby, with certain exceptions and
limitations, upon the effectiveness of the Merger, all then-outstanding
shares of MMPI's no par value Common Stock will be converted into a right to
receive $0.797 per share in cash, without interest, and (ii) other
transactions associated with the Merger. Pursuant to the Scherer Healthcare
Inducement Agreement, dated March 14, 1997 (the "SH Inducement Agreement"),
between the Issuer, VSI and MMPI, the Issuer agreed to vote its shares of
MMPI's common stock in favor of the Merger Agreement, subject to certain
conditions, including approval thereof by the shareholders of the Issuer.
The reporting persons named in Item 2(a) have no present intent to
acquire any additional securities of the Issuer or to dispose of those
presently owned; to liquidate or reorganize the Issuer; to sell or transfer
any material amount of its assets, other than the stock of MMPI pursuant to
the Merger Agreement; to merge or consolidate the Issuer with any person; to
make any change in the current Board of Directors or management of the
Issuer; to make any material change in the Issuer's capitalization, dividend
policy, or business or corporate structure; to make any change in the
Issuer's charter or bylaws or to take any other actions which might impede
the acquisition of control of the Issuer by any person; to cause the
securities of the Issuer to cease to be authorized to be quoted in an
inter-dealer quotation system or a registered national securities
association; to cause any class of the Issuer's securities to become eligible
for termination of registration pursuant to Section 12(g) of the Securities
Exchange Act of 1934; or to take any action similar to the actions listed
above.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number of shares beneficially owned by each of the persons
named in Item 2(a) and the percentage such shares represent of the common
stock of the Issuer are as follows:
(a) Before its Dissolution, RIL owned directly 2,207,106 shares (51.2%
of the outstanding shares) of the Issuer's Common Stock.
RII directly owns 1,244,234.5 (28.8% of the outstanding shares) of
the Issuer's common stock.
Mr. Scherer, Jr. beneficially owns 2,607,980 shares of the Issuer's
Common Stock (60.2% of the outstanding shares) including (i) 443,983
shares held directly; (ii) 1,244,234.5 shares owned by RII; (iii)
562,738.5 shares held as Trustee under the SHI Stock Trust Agreement;
(iv) 340,224 shares held as Co-Trustee with SunTrust Bank of a
residuary trust for the benefit of his family; and
(v) 16,800 shares that Mr. Scherer, Jr. may acquire upon exercise of
outstanding stock options.
Other than as described above, none of the directors and executive
officers of RII beneficially own any shares of the Issuer's Common
Stock.
<PAGE>
(b) Each of RIL, RII and Mr. Scherer, Jr. had or have sole voting
power and sole power to dispose of each of the shares of the
Issuer's Common Stock that it owned or owns, except that with
respect to the 340,224 shares of the Issuer held by Mr. Scherer, Jr.
as Co-Trustee with SunTrust Bank of a residuary trust for the benefit
of his family, voting and investment power is shared with SunTrust
Bank. SunTrust Bank's address is 25 Park Place, N.E., Atlanta,
Georgia 30303.
(c) All transactions in the Issuer's Common Stock that were effected
during the past 60 days by persons named in paragraph (a) above were
fully described and disclosed in Item 3 and Item 4 above.
(d) Pursuant to that certain SHI Stock Trust Agreement, the Scherer
Children, jointly, have the right to receive and/or the power to
direct the receipt of dividends from the securities covered
by such SHI Stock Trust Agreement.
(e) On March 3, 1997 RIL ceased to be a beneficial owner of more than 5%
of the Issuer's shares.
Item 6. Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer
Pursuant to the SHI Stock Trust Agreement Mr. Scherer, Jr. possesses the
right to transfer and vote the securities. There are no other contracts,
arrangements, understandings or relationships with respect to the securities
of Issuer, other than the SHI Stock Trust Agreement described above.
<PAGE>
Item 7. Material To Be Filed as Exhibits.
(a) SHI Stock Trust Agreement dated February 23, 1997.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
July 1, 1997
------------------------------
Date
RPS Investments, Inc.
/s/Robert P. Scherer, Jr.
------------------------------
By: Robert P. Scherer, Jr.
President
RPS Investments, Ltd.
/s/Robert P. Scherer, Jr.
------------------------------
By: Robert P. Scherer, Jr.
President of RPS Investments, Inc.
Its general partner
/s/Robert P. Scherer, Jr.
------------------------------
Robert P. Scherer, Jr.
<PAGE>
Exhibit 2.9(b)
VOTING TRUST
THIS VOTING TRUST AGREEMENT (the "Trust Agreement")
effective as of February 23, 1997, is entered into by and
among Robert P. Scherer, III, Lesley E. Scherer Reeves,
Stephen M. Scherer and Mark C. Scherer (collectively, the
"Scherer Children") and Robert P. Scherer, Jr. (the
"Trustee").
WHEREAS, the Scherer Children, pursuant to that certain
Settlement Agreement of even date herewith (the "Settlement
Agreement") each own shares of the common stock of Scherer
Healthcare, Inc., a Delaware corporation "(SHI"), in the
amount set opposite their names on Exhibit A attached hereto
and made a part hereof (the "Common Stock").
WHEREAS, pursuant to the Settlement Agreement the
Scherer Children agree to deposit all of the Common Stock
with the Trustee.
WHEREAS, the Trustee is willing to act as voting
trustee pursuant to the terms of this Trust Agreement.
NOW THEREFORE, for and in consideration of the
premises, mutual promises, covenants and agreements
contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:
1. The Scherer Children hereby appoint Robert P.
Scherer, Jr. as Trustee hereunder, and Robert P. Scherer,
Jr. hereby accepts said appointment and agrees to act as
Trustee under this Trust Agreement. The Trustee
acknowledges receipt of the stock certificates listed on
Exhibit A.
2. Each of the Scherer Children shall transfer to the
Trustee the certificates representing all shares of Common
Stock owned by such Scherer Child. All such certificates
shall be duly endorsed or accompanied by proper instruments
duly executed for transfer thereof to the Trustee. All
shares of Common Stock at any time delivered to the Trustee
hereunder are hereinafter called "SHI Trust Stock." The
Trustee shall present to SHI all certificates representing
SHI Trust Stock for surrender and cancellation and for the
issuance and delivery to the Trustee of new certificates
(the "Trust Stock") registered in the name of the Trustee or
its nominee.
3. The Trustee shall file a copy of this Trust
Agreement at SHI's Delaware registered office located at
Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, and such agreement shall be open to
inspection by any stockholder of SHI or any of the Scherer
Children during normal business hours.
<PAGE>
4. This Trust Agreement shall be irrevocable by the
Scherer Children and their successors and assigns and shall
terminate only in accordance with the provisions of
Paragraphs 8 and 10 hereof. The nomination of the Trustee
during the term of the trust shall be irrevocable by the
Scherer Children and their successors and assigns and shall
terminate only in accordance with Paragraphs 8 and 10
hereof.
5. The Trustee shall be entitled to exercise any and
all voting rights in respect to the Trust Stock either in
person or by proxy or consent, as hereinafter provided,
unless otherwise directed by an order of a court of
competent jurisdiction. The Trustee shall have full power
and authority to vote all shares of Trust Stock with respect
to all matters, including, without limitation, the election
or removal of directors, the merger of SHI, the sale of all
or substantially all of the stock of SHI, or the dissolution
of SHI, voted on by the shareholders of SHI (whether at a
regular or special meeting or pursuant to a unanimous
written consent). In exercising its voting rights in
accordance with this Paragraph 5, the Trustee shall take
such actions at annual, special or other meetings of
stockholders of SHI or in connection with any action by
consent in lieu of a meeting.
6.(a) Each of the Scherer Children agrees that
during the term of this Trust Agreement, the rights in the
Trust Stock and this Agreement shall not be sold,
transferred or assigned.
(b) Except as provided herein, the Trustee shall not
dispose of, transfer, or in any way encumber, the Trust
Stock; provided, however, the Trustee shall have the power
and authority to transfer the Trust Stock in connection with
the sale of all or substantially all of the assets or stock
of SHI.
7. Pending the termination of this Trust as
hereinafter provided, the Trustee shall, immediately
following the receipt of each dividend or distribution as
may be declared and paid upon the Trust Stock in cash or
property, other than stock or securities of SHI or Marquest
Medical Products, Inc., a Colorado corporation ("MMP"), pay
the same over to, or as directed by, the Scherer Children,
in proportion to their interests as then known to the
Trustee. The Trustee shall receive and hold dividends and
distributions of stock or securities of SHI or MMP upon the
same terms and conditions as the Trust Stock.
8. This Trust Agreement shall terminate upon the
earlier of: (a) January 30, 2003 or (b) the death of Robert
P. Scherer, Jr.. Upon such termination, all Trust Stock and
any other property held by the Trustee hereunder shall be
distributed to the Scherer Children in proportion to their
interests as then known to the Trustee.
9. The Trustee may at any time or from time to time
appoint an agent or agents and may delegate to such agent or
agents the performance of any administrative duty of the
Trustee. The Trustee shall not be answerable for the
default or misconduct of any agent or attorney appointed by
it in pursuance hereof if such agent or attorney shall have
been selected with reasonable care. The duties and
responsibilities of the Trustee shall be limited to those
expressly set forth in this Trust Agreement. The Trustee
shall be fully protected by acting in reliance upon
-2-
<PAGE>
any notice, advice, direction or other document or signature believed by the
Trustee to be genuine. The Trustee may consult with counsel selected by it
and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or omitted or suffered by the
Trustee hereunder in good faith and in accordance with such opinion.
10. The Trustee may resign at any time. Upon such
resignation this Trust Agreement shall terminate.
11. The provisions of this Trust Agreement and of the
rights and obligations of the parties hereunder shall be
governed by the laws of the State of Delaware.
12. This Trust Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective successors, heirs and permitted assigns.
13.(a) Any notice or other communication required or
permitted to be given hereunder shall be in writing and
shall be sent by hand delivery, by certified mail (return
receipt requested) or by a recognized national overnight
courier service as set forth below, with a copy to each of
the other parties hereto:
To the Trustee:
---------------
Robert P. Scherer, Jr. and Robert P. Scherer, Jr.
2859 Paces Ferry Road 10 Cates Ridge
Suite 300 Atlanta, Georgia 30327
Atlanta, Georgia 30339
To Scherer Children:
--------------------
Robert P. Scherer, III Lesley E. Scherer Reeves
217 Goldenrod Avenue 4621 Dorchester
Corona Del Mar, California 92625 Corona Del Mar, California 92625
Stephen M. Scherer Mark C. Scherer
7510 York Drive #10 Ellesworth Lane
St. Louis, Missouri 63105 St. Louis, Missouri 63124
(b) Notices delivered pursuant to Section 15(a) hereof shall be deemed
given: at the time delivered, if personally delivered, three (3) business
days after being deposited in the mail, if mailed; and one (1) business day
after timely delivery to the courier, if by overnight courier service.
(c) Unless otherwise specifically provided herein, any notice to or
communication with the Scherer Children shall be addressed to the Scherer
Children at their respective addresses appearing on the Trustee's transfer
books. The addresses of the Scherer Children, as shown on
-3-
<PAGE>
the Trustee's transfer books, shall in all cases be deemed to be the
addresses of the Scherer Children for all purposes under this Trust
Agreement, without regard to what other or different addresses the Trustee
may have for any of the Scherer Children on any other books or records of the
Trustee.
14. Each of the parties hereto acknowledges and agrees
that in the event of any breach of this Trust 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 Trust Agreement in any action instituted
in any state or federal court sitting in Atlanta, Georgia.
Each party hereto consents to personal jurisdiction in any
action brought in any state or federal court sitting in
Atlanta, Georgia.
15. This Trust Agreement, including all Exhibits
hereto (which are incorporated herein by this reference),
contains the entire agreement and understanding concerning
the subject matter hereof between the parties hereto.
16. This Trust Agreement may not be modified or
amended except by a writing executed by all of the parties
hereto. A copy of any amendment to this Trust Agreement
shall be filed in the registered office of SHI.
17. This Trust Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute the
same Agreement.
18. Common nouns and pronouns shall be deemed to refer
to the masculine, feminine, neuter, singular, and plural, as
the identity of the person or persons, firm or corporation
may in the context require.
IN WITNESS WHEREOF, each party hereto has caused this
Trust Agreement to be executed as of the day and year first
above written.
SCHERER CHILDREN
/s/Robert P. Scherer, III
------------------------
Robert P. Scherer, III
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
-4-
<PAGE>
[SIGNATURES CONTINUED FROM PRECEDING PAGE]
/s/Lesley E. Scherer Reeves
---------------------------
Lesley E. Scherer Reeves
/s/Stephen M. Scherer
---------------------------
Stephen M. Scherer
/s/Mark C. Scherer
----------------------------
Mark C. Scherer
TRUSTEE
/s/Robert P. Scherer, Jr.
----------------------------
Robert P. Scherer, Jr.
-5-
<PAGE>
EXHIBIT A
Name Company No. of Shares
---- ------- -------------
Robert P. Scherer, III Scherer Healthcare, Inc.
(from RIL) 137,944
(from RII) 2,740.625
Lesley E. Scherer Reeves Scherer Healthcare, Inc.
(from RIL) 137,944
(from RII) 2,740.625
Stephen M. Scherer Scherer Healthcare, Inc.
(from RIL) 137,944
(from RII) 2,740.625
Mark C. Scherer Scherer Healthcare, Inc.
(from RIL) 137,944
(from RII) 2,740.625
