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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Specialty Chemical Resources, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
847 487 20 4
(CUSIP Number)
Terence J. Conklin
Trust Investments, Inc.
52 Stiles Road
Salem, New Hampshire 03079-4804
(603) 898-2002
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 15, 1996
(Date of Event which Requires Filing of this Statement)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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 filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
SCHEDULE 13D
CUSIP No. 847 487 20 4 Page 2 of 6 Pages
1 NAME OF REPORTING PERSONS
Martin Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
3 SEC USE ONLY
4 SOURCE OF FUNDS* PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION - United States
NUMBER OF 7 SOLE VOTING POWER None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 232,953
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER None
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 232,953
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
232,953
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
Name of Company: Specialty Chemical Resources, Inc.
(the "Corporation")
Common Stock
Address: 9100 Valley View Road
Macedonia, Ohio 44056
Martin Trust acquired the Corporation's 6% Convertible Subordinated
Notes due 2006 (the "Notes") on October 15, 1995. The Notes are
convertible into shares of Common Stock in accordance with the
Notes.
Item 2. Identity and Background
(a) Martin Trust
(b) c/o Trust Investments, Inc.
52 Stiles Road
Salem, New Hampshire 03079-4804
(c) Private Investor
(d)-(e) Martin Trust has not been involved in any criminal
or civil proceeding required to be disclosed
pursuant to subparagraph (d) or (e).
Item 3. Source and Amount of Funds or Other Consideration
Martin Trust purchased the Notes with his personal funds. On
October 15, 1996, Martin Trust acquired $1,260,500 aggregate
principal amount of the Notes for $1,260,500 and simultaneously
sold to Terence Conklin $37,500 aggregate principal amount of the
Notes for $37,500. As a consequence, Martin Trust owns $1,223,000
aggregate principal amount of the Notes, which are convertible into
an aggregate of 815,333 shares of Common Stock in accordance with
the Notes. See Item 4 below. Since December 1995, Martin Trust
has been the beneficial owner of 232,953 shares of Common Stock.
Item 4. Purpose of Transaction
The Notes were purchased by Martin Trust solely for
investment. In connection with the purchase, CEW Partners, Martin
Trust, Edwin Roth and Corey Roth (collectively, the "Reporting
Persons") entered into an agreement dated as of August 30, 1996
(the "Agreement"), pursuant to which, among other things, (i) CEW
Partners and Martin Trust agreed to vote all the shares of Common
Stock issued upon conversion of the Notes in favor of the election
of persons nominated for the Company's board of directors by Edwin
Roth and Corey Roth, and (ii) Edwin Roth and Corey Roth agreed to
vote all the shares of Common Stock issued upon conversion of the
Notes in favor of the election of two persons nominated for the
Company's board of directors by CEW Partners and Martin Trust.
Until otherwise designated, Terence Conklin and Geoffrey J. Colvin
will be the nominees of CEW Partners and Martin Trust.
The Agreement provides that each of Edwin Roth and Corey Roth
has a right of first refusal with respect to shares of Common Stock
that may be offered for sale by CEW Partners or Martin Trust and
that each of CEW Partners and Martin Trust has a right of first
refusal with respect to shares of Common Stock that may be offered
for sale by Edwin Roth or Corey Roth. In addition, the Agreement
grants each Reporting Person the right to participate in any sale
of shares of Common Stock to a third party by any other Reporting
Person by including all or a portion of his or its shares in such
sale.
The Agreement prohibits CEW Partners and Martin Trust from
encouraging, soliciting, participating in, seeking to effect or
negotiating any (i) tender or exchange offer respecting securities
of the Company, (ii) solicitation of proxies or election contest
with respect to the Company or (iii) business combination with, or
any restructuring, recapitalizing or similar transaction involving
the Company, unless authorized in writing by Edwin Roth and Corey
Roth.
The Notes are not convertible into shares of Common Stock
until the earlier of (i) December 31, 2001, (ii) a change of
control of the Company or (iii) a filing pursuant to Rule 14a-11
under the Securities Exchange Act of 1934 by any person or group of
persons for the purpose of opposing a solicitation of the Company
with respect to an election of directors of the Company.
Martin Trust had acquired the 232,953 shares of Common Stock
he currently owns for the purpose of making a substantial
investment in the Corporation. Such shares continue to be held
solely for the purpose of investment. Such shares, as well as the
Notes, may, subject to the Agreement, be disposed of at any time or
from time to time in whole or in part. In addition, Martin Trust
may in the future acquire additional shares of Common Stock or
other securities of the Corporation.
Except as set forth above, Martin Trust does not at this time
have any plans or proposals that relate to or would result in any
of the matters described in (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer
See page 2 and Item 3 above.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None, other than the Agreement.
Item 7. Material to Be Filed as Exhibits
The Agreement.
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.
November 12, 1996
___________________________
Date
________________________________
Martin Trust
AGREEMENT
This Agreement made as of the 30th day of August, 1996, among
CEW Partners and Martin Trust (together, the "Stockholders") and
Edwin M. Roth ("E. Roth") and Corey B. Roth ("C. Roth") (E. Roth
and C. Roth collectively being referred to as the "Roths").
A. The Stockholders each own the number of shares of capital
stock (the "Capital Stock") of Specialty Chemical Resources, Inc.,
a Delaware corporation (the "Company"), as set forth opposite their
names on Schedule I attached hereto and incorporated herein by
reference.
B. Pursuant to a rights offering (the "Rights Offering") of
Convertible Subordinated Notes due 2006 (the "Notes"), to be
effected by the Company the Stockholders will receive Notes which
will be convertible into shares of Common Stock, $.10 par value, of
the Company ("Common Stock"). The shares of Common Stock acquired
by the Stockholders on conversion of the Notes and any other voting
securities of the Company acquired by Stockholders from time to
time are collectively referred to in this Agreement as the
"Shares".
C. With a view to the harmonious relationship among the
Stockholders and the Roths with respect to the business and
management of the Company, the Roths and the Stockholders desire to
enter into this Agreement regarding the voting of the Shares and
other matters with respect thereto.
NOW, THEREFORE, the parties agree as follows:
1. Definitions. As used herein, the following terms shall
have the following respective meanings:
(a) "Common Equivalent Shares" shall mean, as of any
time, the aggregate number of shares of Common Stock that
would be outstanding if all outstanding Notes and any other
convertible securities were converted into Common Stock at the
conversion prices then in effect.
(b) "Party" shall mean the Stockholders and the Roths.
(c) "Proportionate Percentage" shall mean the pro rata
percentage of Shares that a Party shall be entitled to
purchase pursuant to Section 5 hereof. Such pro rata
percentage, as to any Party, shall be the percentage which
expresses the ratio between the number of Common Equivalent
Shares owned by such Party and the number of Common Equivalent
Shares owned by all Parties other than the Selling Security
Holder.
(d) "Securities Act" shall mean the United States
Securities Act of 1933, as amended from time to time.
(e) "Selling Security Holder" shall mean any Stockholder
or any Roth proposing to sell, transfer, assign, distribute,
encumber or otherwise dispose of in any manner all or any
portion of Common Shares or Notes or any Stockholder or any
Roth who or which has delivered a Notice of Intention to Sell
with respect to all or any portion of his or its Common Shares
or Notes pursuant to Section 3 hereof.
(f) "Common Shares" shall mean shares of Common Stock,
now or hereafter outstanding.
2. Voting. During the term of this Agreement, the Shares
will be voted by the Stockholders as follows:
(a) Each Stockholder agrees to vote or cause to be voted
all Shares beneficially owned by it in connection with any
action to be taken by the Company's stockholders in accordance
with the written recommendation of the Roths, or absent such
recommendation, in accordance with the recommendation of the
Board of Directors of the Company (the "Board"); provided,
however, that each Stockholder shall have no such obligation
in connection with actions to be taken by the Company's
stockholders with respect to (i) a business combination
transaction between the Company and, or the transfer of all or
substantially all of the Company's assets to, a third party,
or (ii) the issuance of shares of Common Stock or securities
convertible into Common Stock (other than options to acquire
Common Stock or awards of restricted Common Stock to
directors, officers, or employees of the Company) if the
effect thereof would be to reduce the ratio of the number of
Common Equivalent Shares owned by such Stockholder and the
total number of Common Equivalent Shares outstanding; and
(b) In favor of the election to the Board of the
nominees for the Board recommended in writing by the Roths, or
absent such recommendation, for the Company's nominees, and,
in each case, no others.
3. Covenants.
(a) Unless in any such case specifically authorized in
writing to do so by the Roths or otherwise set forth in this
Agreement, a Stockholder shall not, nor shall it permit any
present or future affiliates to, in each case directly or
indirectly:
(i) acquire, offer to acquire or agree to acquire
by purchase, by joining a partnership, limited
partnership, syndicate or other "group" (as such term is
used in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), such term to
have such meaning throughout this Agreement) (any such
act being hereinafter, to "acquire"), any securities of
the Company entitled to vote generally in the election of
directors, or securities convertible into or exercisable
or exchangeable for such securities (to be included
herein in the defined term "Shares") if any such
acquisition is pursuant to a tender or exchange offer
made by a person which has not been approved by the
Roths.
(ii) encourage, solicit or in any way participate
in the formation of any "person" (as such term is defined
in Section 13(d)(3) of the Exchange Act, such term to
have such meaning throughout this Agreement) which owns
or seeks to acquire beneficial ownership of, or otherwise
acts in respect of, the Shares;
(iii) conduct, encourage, solicit or in any way
participate in, any "solicitation" of "proxies" (as such
terms are defined or used in Regulation 14A under the
Exchange Act, such terms to have such meanings throughout
this Agreement) or conduct, encourage, solicit or in any
way participate in any election contest with respect to
the Company;
(iv) initiate, encourage, solicit, execute, or in
any way participate in the execution or solicitation of,
any written consent in lieu of a meeting of the Company's
stockholders, unless such consent is solicited by the
Company;
(v) initiate, propose or otherwise solicit the
Company's stockholders for the approval of one or more
stockholder proposals with respect to the Company or
encourage, induce or attempt to induce any other person
to initiate any stockholder proposal;
(vi) seek to place a representative on the Board or
seek the removal of any director of the Company (except
as provided in Section 3(f) below);
(vii) call or seek to have called any meeting of
the stockholders of the Company;
(viii) deposit any Shares in a voting trust or
subject them to a voting agreement or other agreement or
arrangement with respect to the voting of such Shares,
other than this Agreement;
(ix) encourage, solicit, propose, seek to effect or
negotiate with any other person with respect to any form
of business combination transaction with the Company or
any affiliate thereof, or any restructuring,
recapitalization or similar transaction with respect to
the Company or any affiliate thereof;
(x) encourage, solicit, make, propose, seek to
effect or negotiate with any other person with respect
to, or announce an intent to make, any tender offer or
exchange offer for any Shares, or disclose an intent,
purpose, plan or proposal with respect to the Company or
any Shares inconsistent with the provisions of this
Agreement, or assist, or in any way participate in,
facilitate, encourage or solicit any effort or attempt by
any person to do or seek to do any of the foregoing;
(xi) otherwise act, directly or indirectly, alone
or in concert with others, to seek to influence or
control, or make any disclosure or public statement
critical of or in opposition to, the management, Board,
policies or affairs of the Company; and
(xii) encourage or render advice to or make any
recommendation or proposal to any person or other entity
to engage in any of the actions covered by this
Agreement.
Nothing in this Section 3(a) is intended or shall be deemed to
restrict the right or ability of a Stockholder or its
Affiliates (as defined below) to (i) acquire or hold any
Shares in any transaction that does not violate Section
3(a)(i), or (ii) discuss any matters relating to the business
of the Company with the members of the Board and/or E. Roth.
(b) Each Stockholder agrees that, from and after the
date hereof, he will not, individually or in the aggregate,
sell, assign, transfer, grant an option with respect to or
otherwise dispose of any interest in any Notes or Shares (or
enter into an agreement or understanding with respect to the
foregoing) (collectively, a "Disposition") to any person or
group (i) which has theretofore filed (or which to any
Stockholder's knowledge intends to file) a Scheduled 13D or
13G with the Securities and Exchange Commission with respect
to any class of shares of Capital Stock of the Company even
if, at the time of the Disposition, such Schedule 13D or 13G
reflects beneficial ownership of less than 5% of any class of
Shares or (ii) known to any Stockholder to be accumulating
stock on behalf of or acting in concert with any person or
group contemplated by clause (i) above.
(c) Notwithstanding Section 3(b) above, any Stockholder
may make a Disposition:
(i) pursuant to a tender or exchange offer made by
a person other than a Stockholder or any Affiliate of a
Stockholder and approved by the Roths (a "Third-Party
Offer");
(ii) pursuant to a brokers' transaction but subject
to volume limitations not to exceed those described in
Section e(i) and (ii) of Rule 144 under the Securities
Act;
(iii) pursuant to a bona fide pledge of Shares by
Stockholders as security for bona fide indebtedness for
money borrowed to a major brokerage firm or financial
institution or an affiliate thereof not affiliated with
any Stockholder;
(iv) to the Company; or
(v) to any Affiliate of any Stockholder or to an
institution qualified under Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended so long as a
condition to such Disposition such Affiliates or
institution agrees in a writing satisfactory to the Roths
to be a party to this Agreement and the Notes or Shares
so transferred are made subject to this Agreement.
(d) If any Stockholder or any affiliate thereof acquires
any Shares or other securities in violation of this Agreement,
he or it will immediately dispose of such Shares or other
securities to persons which are not Stockholders or affiliates
of Stockholders in a manner permitted by Section 2(c) above;
provided, however, that the Roths may also pursue any other
available remedy to which it may be entitled as a result of
such violation.
(e) If the Roths give notice to the Stockholders not
less than ten days prior to the date on which a vote by the
stockholders of the Company is to be taken with respect to the
election of members of the Board of the Company and such
notice recommends that the Stockholders and their Affiliates
vote for one or more proposed nominees specified in such
notice, the Stockholders will vote all of their Shares and
cause each Affiliate of the Stockholders to vote any of the
Common Shares then owned by such Affiliate for the election of
such nominees specified in such notice; provided, however,
that two of such proposed nominees so specified shall be the
person designated by the Stockholders pursuant to Section 3(f)
below.
(f) So long as the Roths and any Affiliate of either of
them (the "Roth Group") owns any Common Shares, the Roths will
vote such Common Shares and any other voting capital stock of
the Company owned by them, and cause each Affiliate thereof
(other than the Company) to vote such securities owned by it
or them for two persons reasonably satisfactory to the Roths
and designated in writing to the Roths by the Stockholders in
any election of the Board. The Stockholders agree that, until
otherwise so designated, such persons shall be Terence Conklin
and Geoffrey J. Colvin.
(g) The term "Affiliate" as used herein with respect to
any person or entity shall mean (i) any person, corporation or
other organization which, directly or indirectly, controls, is
controlled by or is under common control with such person or
entity, (ii) any trust or other estate in which such person,
corporation or other organization has a beneficial interest or
as to which such person, corporation or other organization
serves as a trustee or any similar fiduciary capacity, (iii)
any spouse of such person and any lineal descendants and
ancestors of such person and such spouse and the spouses of
any such lineal descendants and ancestors, and (iv) any trust
solely for the benefit of the spouse and/or the lineal
descendants and ancestors of such person.
4. Term. This Agreement will be effective upon the issuance
of the Notes, provided that this Agreement shall not be effective
and shall be null and void if, upon such issuance the Stockholders
hold Common Equivalent Shares constituting less than 18% of the
Common Stock on a fully diluted basis. This Agreement will
continue until the earliest of (A) March 31, 2000, or (B) upon
notice from the Stockholders to the Roths, E. Roth no longer being
chief executive officer of the Company or (C) the mutual written
agreement of the parties.
5. Right of First Refusal.
(a) If a Stockholder wishes to sell all or any portion
of the Shares or Notes owned by such Stockholder (other than
pursuant to Section 3(c) hereof) such Stockholder (or the
legal representative of such Stockholder, as the case may be)
(the "Selling Stockholder") shall promptly deliver a notice of
intention to sell (a "Notice of Intention to Sell") to the
Roths, which notice shall set forth, in such Stockholder's
good faith belief, the number of Shares or amount of Notes to
be sold (the "Subject Securities") and the proposed purchase
price therefor and terms of sale. Upon receipt of a Notice of
Intention to Sell, the Roths, on a pro rata basis based upon
their Proportionate Percentage or as they otherwise agree,
shall have the right and option to elect to purchase all of
said Subject Securities at the purchase price and on the terms
stated in the Notice of Intention to Sell, such election to be
made by the Roths by written notice to the Selling Stockholder
within 10 business days after receipt by the Roths of such
Notice of Intention to Sell from the Selling Stockholder. If
the terms stated in the Notice of Intention to sell involve
consideration other than cash, the value of the non-cash
consideration shall be determined by agreement of the Roths
and the Selling Stockholder or, absent such agreement, by an
appraiser mutually acceptable to the Roths and the Selling
Stockholder, in which event the Roths and the Selling
Stockholder each shall bear one half of the costs of
compensating such appraiser.
(b) If effective acceptances shall not be received
pursuant to paragraph (a) above in respect of all the Subject
Securities, then the Selling Stockholder may, at its election,
either (i) rescind its original Notice of Intention to Sell,
which rescission shall be effected by notice in writing
delivered to the Roths within five business days after the
last date on which the Roths shall be entitled to make any
election pursuant to paragraph (a) above, and sell all (but
not less than all) of the Subject Securities, as originally
proposed to be sold, or (ii) sell such Subject Securities
which the Roths have elected to purchase pursuant to the
foregoing provisions of this Section 5, and sell all (but not
less than all) of the remaining Subject Securities which were
the subject of the Notice of Intention to Sell to an outside
purchaser, at a purchase price and upon terms not more
favorable to such purchaser than those stated in the original
Notice of Intention to Sell, at any time within 60 days after
the last date on which the Roths shall be entitled to make any
election pursuant to paragraph (a) above. In the event any
such remaining Subject Securities shall again be subject to
the restrictions contained in this Agreement and shall not
thereafter be sold, transferred, assigned, distributed,
encumbered or otherwise disposed of except in compliance with
the applicable provisions of this Agreement.
(c) If either Roth wishes to sell any portion of the
Common Shares or Notes owned by him (other than pursuant to
Section 3(c) hereof), such Roth shall be able to do so only
after having provided a right of first refusal to the
Stockholders on the same terms as the right of first refusal
described in Sections 5(a) and (b) above.
(d) The closing of the sale and delivery of the
certificates representing Subject Securities purchased and
sold pursuant to Section 5 hereof, and payment therefor (the
"Closing), shall be held on the tenth business day after the
last day upon which either any Stockholder or either Roth, as
the case may be, can elect to purchase Subject Securities
pursuant to Section 5. Any cash payment shall be made by
certified or official bank check, against delivery to the
party purchasing such Subject Securities of a certificate or
instrument representing the Subject Securities so sold, duly
endorsed for transfer to such party or accompanied by a stock
or other transfer power duly endorsed for transfer, with all
signatures guaranteed and all requisite stock transfer taxes
paid and stamps affixed.
6. Right to Participate in Co-sale. Subject to the
provisions of Section 5 above:
(a) If (i) any Party or group of Parties in a
substantially simultaneous transaction proposes to sell,
exchange or in any other manner dispose of Common Shares
(other than in a manner permitted by Section 3 above) then
such Party or Parties (the "Transferring Party") shall give
written notice (a "Co-sale Notice") to each other Party
("Other Party") setting forth the terms and conditions of such
proposed transaction. The Co-sale Notice may be provided
concurrently with or as part of the Notice of Intention to
Sell. Each Other Party shall have the right, exercisable upon
written notice to the Transferring Party within 10 business
days after receipt by the Other Party of such Co-sale Notice,
to participate in the proposed disposition of Common Shares
(the "Eligible Shares"), on the terms and conditions set forth
in the Co-sale Notice. If Other Party elects to participate
in such proposed disposition (each Party making such election
pursuant to this Section 6, a "Participating Party"), each
Participating Party will be entitled to sell, at the price and
otherwise on the same terms as the Transferring Party, a
number of Common Shares equal to a number of Common Shares
equal to the product of (i) the quotient determined by
dividing (A) the number of Common Equivalent Shares held by
the Participating Party, by (B) the sum of (l) the number of
Common Equivalent Shares held by the Participating Party, (2)
the number of Common Equivalent Shares held by the
Transferring Party, and (3) the number of Common Equivalent
Shares held by all other Participating Parties as a group, and
(ii) the number of Common Equivalent Shares to be sold in the
proposed disposition.
(b) If (i) any Party or group of Parties in a
substantially simultaneous transaction proposes to sell,
exchange or in any other manner dispose of Notes (other than
in a manner permitted by Section 3 above) then such Party (the
"Transferring Noteholder") shall give a Co-sale Notice to each
Other Party setting forth the terms and conditions of such
proposed transaction. The Co-sale Notice may be provided
concurrently with or as part of the Notice of Intention to
Sell. Each Other Party shall have the right, exercisable upon
written notice to the Transferring Noteholder within 10
business days after receipt by the Other Party of such Co-sale
Notice, to participate in the proposed disposition of Notes
(the "Eligible Notes"), on the terms and conditions set forth
in the Co-sale Notice. If Other Party elects to participate
in such proposed disposition (each Party making such election
pursuant to this Section 6(b), a "Participating Noteholder"),
each Participating Noteholder will be entitled to sell, at a
price and otherwise on the same terms as the Transferring
Noteholder, a principal amount of Notes equal to the product
of (i) the quotient determined by dividing (A) the number of
Common Equivalent Shares held by the Participating Noteholder,
by (B) the sum of (1) the number of Common Equivalent Shares
held by the Participating Noteholder, (2) the number of Common
Equivalent Shares held by the Transferring Noteholder, and (3)
the number of Common Equivalent Shares held by all other
Participating Noteholders as a group, and (ii) the number of
Common Equivalent Shares to be sold in the proposed
disposition.
(c) Each Party shall use such Party's best efforts to
obtain the agreement of the prospective transferee(s) to the
participation of the Participating Parties in any contemplated
transfer, and no Party shall transfer any of his or its Shares
or Notes to the prospective transferee(s) if the prospective
transferee(s) declines to allow such participation of any
Participating Party.
(d) To the extent that a Party participates in any
disposition pursuant to this Section 6, that Party shall
deliver to the Company for delivery to the proposed acquiror,
one or more certificates, properly endorsed for transfer or
accompanied by transfer instruments duly endorsed for
transfer, with all transfer taxes paid and stamps affixed,
which represent the number of Shares and/or amount of Notes
that the Party elects to dispose of pursuant to this Section
6. Except as expressly provided in this Section 6, the
consummation of such proposed disposition shall be subject to
the sole discretion of the Transferring Party, and such
Transferring Party shall have no liability whatsoever to the
Participating Parties other than to obtain for the
Participating Parties the same terms and conditions as those
obtained by such Transferring Parties, as set forth in the Co-
sale Notice or any amendment thereof.
7. Legend. The Stockholders agree that in addition to any
other legend set forth on any certificate representing the Shares
owned by them, such certificate will contain a statement that the
Shares are subject to the provisions of this Agreement.
8. Other Matters. The voting of the Shares pursuant to this
Agreement may be affected in person, by proxy or in any other
manner permitted by applicable law. The Stockholders acknowledge
and agree that this Agreement will be specifically enforceable.
9. Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of Delaware,
without giving effect to the conflict of laws principles thereof.
10. Modification or Amendment. This Agreement may be
modified or amended only by a written instrument executed by all
parties to this Agreement.
11. Parties Bound. This Agreement will be binding upon and
inure to the benefit of the parties hereto and their respective
successors, affiliates, assigns, heirs and personal
representations; provided, however, that no party may assign this
Agreement without the prior written consent of the other parties
hereto.
12. Entire Agreement. This Agreement constitutes the entire
understanding of the parties with respect to the transactions
contemplated by it.
13. Severability. If any provision of this Agreement is held
by a court of competent jurisdiction to be unenforceable, the
remaining provisions shall remain in full force and effect. It is
declared to be the intention of the parties that they would have
executed the remaining provisions without including any that may be
declared unenforceable.
14. Notice. All notices, consents, requests, recommenda-
tions, instructions, approvals and other communications relating to
this Agreement and all legal process in regard to this Agreement
will be validly given, made or served, if in writing and delivered
personally, by facsimile (which is confirmed) or sent by first-
class certified, registered or express U.S. mail, postage prepaid,
return receipt requested, if to the Roths at:
c/o Specialty Chemical Resources, Inc.
9100 Valley View Road
Macedonia, Ohio 44056
Attn: Edwin M. Roth
Facsimile No.: (216) 468-0287
If to a Stockholder, at the address of such Stockholder last
set forth in the stock records of the Company, or to such other
address as specified in writing by such Stockholder to the Company
pursuant to the provisions of this Section 14.
Notice given (A) by certified, registered or express mail as
set forth above shall be deemed delivered forty-eight (48) hours
after the date the same is deposited in the U.S. first-class mail;
(B) by facsimile as set forth above shall be deemed delivered upon
confirmation; and (C) by personal delivery shall be deemed
delivered when so delivered.
15. Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original
and all of which shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
"STOCKHOLDERS" "ROTHS"
CEW PARTNERS
/s/Geoffrey J. Colvin /s/Edwin M. Roth
Name: Geoffrey J. Colvin Edwin M. Roth
Title: Partner BVP; GP BFCEW
/s/Corey B. Roth
Corey B. Roth
MARTIN TRUST
/s/Martin Trust
Martin Trust
SCHEDULE I
Specialty Chemical Resources, Inc.
Capital Stock Ownership
Name Common Shares
CEW Partners 232,953
Martin Trust 232,953
