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)
Geoffrey J. Colvin
CEW Partners
45 Rockefeller Plaza
Suite 2500
New York, New York 10020
(212) 757-1544
_________________________________________________________________
(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)
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 / /
* 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).
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
1 NAME OF REPORTING PERSONS CEW Partners
S.S. or I.R.S. IDENTIFICATION 521496850
NO. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS* WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION - New York Partnership
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* PN
*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
CEW Partners 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) CEW Partners
(b) 45 Rockefeller Plaza
Suite 2500
New York, New York 10020
(c) Private Investor
(d)-(e) CEW Partners has not been involved in any criminal
or civil proceeding required to be disclosed
pursuant to subparagraph (d) or (e).
(f) CEW Partners is a New York partnership.
Item 3. Source and Amount of Funds or Other Consideration
CEW Partners purchased the Notes with its working capital
funds. On October 15, 1996, CEW Partners 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, CEW
Partners 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, CEW Partners has been the beneficial owner
of 232,953 shares of Common Stock.
Item 4. Purpose of Transaction
The Notes were purchased by CEW Partners 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.
CEW Partners had acquired the 232,953 shares of Common Stock
it 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, CEW
Partners may in the future acquire additional shares of Common
Stock or other securities of the Corporation.
Except as set forth above, CEW Partners 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
CEW PARTNERS
Date
By: /s/ Geoffrey J. Colvin
Name: Geoffrey J. Colvin
Title: Partner
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 (1) 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,
recommendations, 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
By: /s/ Geoffrey Colvin /s/ Edwin M. Roth
Name: Geoffrey Colvin Name: Edwin M. Roth
Title: Partner BVP; GP BFCEW
/s/ Corey B. Roth
Name: Corey B. Roth
MARTIN TRUST
By: /s/ Martin Trust
Name:
Title:
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
By: /s/ Edwin M. Roth
Name: Name: Edwin M. Roth
Title:
/s/ Corey B. Roth
Name: Corey B. Roth
MARTIN TRUST
By:
Name:
Title:
SCHEDULE I
Specialty Chemical Resources, Inc.
Capital Stock Ownership
Name Common Shares
CEW Partners 232,953
Martin Trust 232,953
