UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______ )*
ADVANTAGE COMPANIES, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
00756E 10 5
(CUSIP Number)
Daniel J. Taylor, 9323 E. 37th St. N., Wichita, Kansas 67226
(316)634-0333
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 9, 1995
(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 the 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.)
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.
*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 disclosures provided in a
prior cover page.
The information required on 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).
CUSIP NO. 00756E 10 5
(1) Names of Reporting Persons Daniel J. Taylor
S.S. or I.R.S. Identification
Nos. of above persons . . . . . . . . . . . . ###-##-####
(2) Check the appropriate box (a)
if a member of a group
(see instructions) (b)
(3) SEC use only
(4) Source of funds (see
instructions) . . . . . . . . . . . . . . . . N/A
(5) Check 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 shares beneficially
owned by each reporting person
with:
(7) Sole voting power. . . . . . . . . . . -0-
(8) Shared voting power . . . . . . . . 1,150,750
(9) Sole dispositive power -0-
(10) Shared dispositivepower . . . . . . 1,150,750
(11) Aggregate amount
beneficially owned by each
reporting person. 1,150,750
(12) Check if the aggregate
amount in Row
(11) excludes certain shares (see
instructions).
(13) Percent of class represented
by amount in Row (11). . . . . . . . . . . . 26.0%
(14) Type of reporting person
(see instructions). . . . . . . . . . . . . . IN
CUSIP NO. 00756E 10 5
(1) Names of Reporting Persons Robert W. Moore
S.S. or I.R.S. Identification
Nos. of above persons . . . . . . . . . . . . ###-##-####
(2) Check the appropriate box (a)
if a member of a group (b)
(see instructions)
(3) SEC use only
(4) Source of funds (see instructions) . . . N/A
(5) Check 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 shares beneficially
owned by each reporting person with:
(7) Sole voting power. . . . . . . . . . -0-
(8) Shared voting power . . . . . . . 1,044,310
(9) Sole dispositive power -0-
(10) Shared dispositive power . . . . .1,044,310
(11) Aggregate amount beneficially owned 1,044,310
by each reporting person.
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions).
(13) Percent of class represented by amount
in Row (11). . . . . . . . . . . . . . . 23.6%
(14) Type of reporting person (see
instructions). . . . . . . . . . . . . . IN
<PAGE>
CUSIP NO. 00756E 10 5
(1) Names of Reporting Persons Daniel M. Carney
S.S. or I.R.S. Identification Nos. of
above persons . . . . . . . . . . . . ###-##-####
(2) Check the appropriate box if a (a)
member of a group
(see instructions) (b)
(3) SEC use only
(4) Source of funds (see instructions) . . N/A
(5) Check 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 shares beneficially owned by
each reporting person with:
(7) Sole voting power. . . . . . . . . . . -0-
(8) Shared voting power . . . . . . . 912,600
(9) Sole dispositive power -0-
(10) Shared dispositive power . . . . . 912,600
(11) Aggregate amount beneficially owned
by each reporting person. 912,600
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions).
(13) Percent of class represented by amount
in Row (11). . . . . .. . . . . . . . . . . . 21.0%
(14) Type of reporting person (see
instructions). . . . . . . . . . . . . . . . . IN
<PAGE>
CUSIP NO. 00756E 10 5
(1) Names of Reporting Persons Leslie G. Rudd
S.S. or I.R.S. Identification Nos. of above
persons . . . . . . . . . . . . . . . . . . ###-##-####
(2) Check the appropriate box if a member (a)
of a group
(see instructions) (b)
(3) SEC use only
(4) Source of funds (see instructions) . . . N/A
(5) Check 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 shares beneficially owned by
each reporting person with:
(7) Sole voting power. . . . . . . . . . . -0-
(8) Shared voting power . . . . . . . . 661,262
(9) Sole dispositive power -0-
(10) Shared dispositive power . . . . . . . 661,262
(11) Aggregate amount beneficially owned
by each reporting person. 661,262
(12) Check if the aggregate amount in Row
(11) excludes certain shares (see
instructions).
(13) Percent of class represented by amount
in Row (11). . . . . . . . . . . . . . . . . . .15.6%
(14) Type of reporting person (see
instructions). . . . . . . . . . . . . . . . . . IN
<PAGE>
Item 1. SECURITY AND ISSUER.
This Statement constitutes the initial Schedule 13D filing by
the persons filing this Statement with respect to the Common Stock,
$.01 per share par value (the "Common Stock"), of Advantage
Companies, Inc. (the "Company") which maintains its principal
executive offices at 9323 East 37th Street North, Wichita, Kansas
67226.
Item 2. IDENTITY AND BACKGROUND.
This Statement is filed jointly by the group consisting of
the following individuals:
Daniel J. Taylor Daniel M. Carney
9323 East 37th Street North 8100 East 22nd North
Wichita, Kansas 67226 Wichita, Kansas 67226
Robert W. Moore Leslie G. Rudd
3600 West Main 314 Galena
Norman, Oklahoma 73072 Aspen, Colorado 81611
Mr. Taylor is the Chairman and C.E.O. of the Company, and his
business address is the same as the Company's address set forth in
Item 1 above. The Company, through its wholly owned subsidiary,
COMCOA, Inc. ("COMCOA") operates 98 Rent-A-Center rental purchase
stores as a franchisee of THORN Americas, Inc. ("THORN") (d/b/a
Rent-A-Center) in Florida, Alabama, Mississippi and Georgia. The
Company's other wholly owned subsidiary, AdvantEdge Rental
Purchase, Inc., operates six rental purchase stores in Colorado and
Indiana which are not part of the Rent-A-Center franchise operated
by COMCOA.
Mr. Carney was a founder, Chairman of the Board and President of
Pizza Hut, Inc., until his retirement from active management in
1973. Mr. Carney is a Director of the Company.
Mr. Moore is the President of Bob Moore Cadillac, 1300 North
Broadway Extension, Oklahoma City, Oklahoma 73114, a Cadillac
automobile dealership. Mr. Moore is a Director of the Company.
Mr. Rudd is the Chief Executive Officer of Leslie Rudd Investment
Company, and his business address is the same as the address set
forth in Item 2 above. Mr. Rudd is also President and owner of
Standard Beverage Corporation, the largest distributor of alcoholic
beverages in the state of Kansas.
Mr. Taylor, Mr. Carney, Mr. Moore and Mr. Rudd are United States
citizens. During the last five years, none of these individuals
have been convicted in any criminal proceeding, nor have they been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which they were or are
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
Item 4. PURPOSE OF THE TRANSACTION.
On July 9, 1995, the Company entered into a Letter of Intent
with THORN for the acquisition by THORN of all of the issued and
outstanding capital stock of the Company. The Letter of Intent
contemplates the merger of the Company with and into a subsidiary
of THORN with merger consideration of $17.50 per share of Common
Stock owned by Messrs. Taylor, Moore, Carney and Rudd, and $18.50
per share for all other shareholders.
In connection with the signing of the Letter of Intent, Messrs.
Taylor, Moore, Carney and Rudd entered into an agreement with THORN
(the "Advantage Agreement") pursuant to which each of the above-
named individuals:
1. Granted to THORN an option to purchase their securities
of the Company at $17.50 per share of Common Stock or
Common Stock equivalent;
2. Agreed to grant to THORN an irrevocable proxy to vote all
of their shares; and
3. Agreed to vote their shares in favor of the proposed
merger.
The Advantage Agreement and the option granted pursuant thereto
terminates (except as specifically provided therein), upon the
earlier of (i) the closing of the proposed merger; (ii) November
30, 1995; or (iii) notice of termination being given by THORN.
Copies of the Letter of Intent and the Advantage Agreement are
attached hereto as Exhibits A and B respectively.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Taylor may be deemed to beneficially own 1,150,750 (26%)
shares, which includes 190,000 shares acquirable within 60 days by
conversion of 3,800 shares of the Company's Class A Preferred Stock
(the "Preferred Stock") at a conversion rate of 50 shares of Common
Stock for each share of Preferred Stock.
Mr. Moore may be deemed to beneficially own 1,044,310 (23.6%)
shares, which includes 195,000 shares acquirable within 60 days by
conversion of 3,900 shares of Preferred Stock.
Mr. Carney may be deemed to beneficially own 912,600 (21%)
shares, which includes 115,000 shares acquirable within 60 days by
conversion of 2,300 shares of Preferred Stock.
Mr. Rudd may be deemed to beneficially own 661,262 (15.6%)
shares.
As described in Item 4 above and in the Agreement attached hereto
as Exhibit B, each of the above-named individuals has granted THORN
an option to acquire their shares and has made certain agreements
with respect to the voting of their shares, and may therefore be
deemed to share voting and dispositive power with THORN pertaining
to such shares.
THORN is a Delaware corporation with its principal offices at
8200 East Rent-A-Center Drive, Wichita, Kansas 67226-2799. THORN
and its franchisees constitute the largest rental purchase
operation in the United States, currently with 1,168 Rent-A-Center
stores in 49 states and the District of Columbia. THORN also
operates 19 Rent-A-Center stores in Canada and 121 Remco stores in
16 states. To the knowledge of the persons filing this Statement,
during the last five years, THORN has not been convicted in any
criminal proceeding, nor has it been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as
a result of which it was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 above and the Letter of Intent and Advantage
Agreement attached hereto as Exhibits A and B respectively.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The following materials are filed as Exhibits to this
Statement:
Page No.
A Letter of Intent dated July 9, 1995 9
B Advantage Agreement dated July 9, 1995 16
C Joint Filing Agreement dated July 18, 1995 27
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.
Date: July 17, 1995 /s/ Daniel J. Taylor
DANIEL J. TAYLOR
Date: July 18, 1995 /s/ Robert W. Moore
ROBERT W. MOORE
Date: July 18, 1995 /s/ Daniel M. Carney
DANIEL M. CARNEY
Date: July 17, 1995 /s/ Leslie G. Rudd
LESLIE G. RUDD<PAGE>
EXHIBIT "A"
July 9, 1995
Mr. Daniel J. Taylor
Advantage Companies, Inc.
9323 E. 37th Street North
Wichita, Kansas 67226-2000
Re: Proposed Purchase of Advantage Companies, Inc. by THORN
Americas, Inc.
Dear Mr. Taylor:
THORN Americas, Inc., acting directly or through an affiliate
("THORN"), is pleased to set forth the following proposal to
acquire Advantage Companies, Inc. (the "Company") in a negotiated
transaction. The purpose of this proposal is to set forth the
basis for proceeding toward the acquisition of the Company by THORN
(the "Acquisition") and to affirm the parties' intention to
negotiate in good faith a definitive agreement (the "Definitive
Agreement") for the Acquisition.
1. FORM OF ACQUISITION; CONSIDERATION. The Acquisition
will be effectuated by a merger of the Company with a newly formed
subsidiary of THORN, pursuant to which the Company will survive as
a wholly owned subsidiary of THORN (the "Surviving Company").
Pursuant to the merger, the shareholders of the Company other than
those shareholders who are party to the Advantage Agreement (as
defined below) will receive for each share of the Company's common
stock, par value $0.01 per share (the "Common Stock"), owned at the
merger effective time, cash in an amount equal to $18.50 per share
(without interest), and shareholders who are party to the Advantage
Agreement will receive $17.50 per share (without interest) of
Common Stock, all on the terms and subject to the conditions
contained herein, in the Advantage Agreement and in the Definitive
Agreement (collectively, the "Purchase Price"). On a fully diluted
basis, there are approximately 5,100,000 shares of Common Stock,
assuming that all existing vested and unvested stock options are
exercised and all shares of the Company's Class A Cumulative
Convertible Preferred Stock, par value $100 per share (the
"Preferred Stock"), are converted into shares of Common Stock.
This proposal is being made based upon information with respect to
the Company that is publicly available to THORN, and THORN's
consummation of the Acquisition is subject to (i) the total equity
of the Company at the Closing Date (as defined below) being at
least $28,250,000; provided, however, that the Company may pay
reasonable expenses not to exceed $250,000 arising as a result of
the Acquisition so long as such payments do not result in total
equity of less than $28,000,000; (ii) bonuses and severance
packages paid to the Company's personnel between the date first
written above and the Closing Date not exceeding $1,400,000 (but in
no event may the total equity of the Company fall below $28,000,000
as a result of such payments); and (iii) THORN being satisfied with
the results of a complete due diligence investigation regarding the
Company.
2. KEY EMPLOYEES. On the Closing Date, the Surviving
Company will enter into employment agreements with certain key
employees upon compensation terms comparable to those currently
enjoyed by such key employees and such other terms as shall be
mutually agreed and set forth in the Definitive Agreement.
3. DUE DILIGENCE; ACCESS. Due Diligence; Access. Promptly following
execution of this proposal, the Company will grant THORN and its
representatives access to facilities, personnel, landlords,
vendors, records, contracts and other documents, including without
limitation information related to financial, accounting,
commercial, legal, environmental, regulatory, tax and employee
benefits matters of the Company. THORN and its representatives
shall not contact or communicate with the Company's customers,
employees, creditors, outside auditors and other persons having
business dealings with the Company without the consent of the
Company, which shall not be unreasonably withheld.
4. CONFIDENTIALITY. THORN will keep confidential and
not divulge (except to its employees, counsel, accountants and
other advisors who need to know such information in connection with
the Acquisition) any material confidential information obtained by
them regarding the business and finances of the Company; provided,
however, that this prohibition will not include any information (i)
known generally to the public, (ii) accessible to third parties on
an unrestricted basis or (iii) of a type generally considered
nonconfidential by persons engaged in the same or similar business.
5. PUBLIC ANNOUNCEMENTS. From and after the date
hereof until the date of the Definitive Agreement, the parties
shall consult with each other upon the content of any press release
or public announcement relating to the transactions contemplated
herein and will not issue any press release or make any public
announcements prior to such consultation, except as may be required
by applicable law and acceptable to the other party hereto. The
parties agree to issue a press release with respect to this
proposal as soon as practicable.
6. DEFINITIVE AGREEMENT. THORN and the Company will
proceed diligently and in good faith to negotiate, execute and
deliver the Definitive Agreement. The Definitive Agreement shall
specify a date of closing (the "Closing Date") the Acquisition,
which shall not be later than October 31, 1995; provided, however,
that such date shall be extended if delays occur as a result of the
regulatory approval process. The Definitive Agreement will contain
such representations and warranties, agreements and covenants,
conditions and other provisions as are appropriate in such an
agreement for a transaction of the size, type and complexity of the
Acquisition.
7. CONDITIONS PRECEDENT FOR THORN. The
obligations of THORN under the Definitive Agreement shall be
subject to various conditions precedent, including but not limited
to:
(a) Completion of the investigation of the Company by
THORN, confirming that the business, assets, prospects, financial
and legal condition of the Company are satisfactory to THORN;
(b) Compliance by the Company with the requirements of
this proposal;
(c) Performance by the Company of its covenants,
obligations and agreements as contained in the Definitive
Agreement;
(d) The truth and accuracy of the representations and
warranties of the Company contained in the Definitive Agreement as
of the date thereof, and as reaffirmed and remade as of the Closing
Date;
(e) Approval of the transaction by the requisite vote of
the Boards of Directors of THORN and of the Company, and by the
shareholders of the Company, as required by applicable law;
(f) Obtaining of all required governmental and third
party approvals and consents;
(g) Non-occurrence of any event, fact, condition,
change or effect that is or could be materially adverse to the
business, operations, results of operations, condition (financial
or otherwise), assets, prospects or liabilities of the Company;
(h) No statute, rule, regulation, executive order,
decree, ruling, injunction or other order having been enacted,
entered, promulgated or enforced by any court or governmental
authority of competent jurisdiction within the United States which
prohibits the Acquisition or makes the Acquisition illegal;
(i) Execution and delivery by the Company of all
documents required by the Definitive Agreement to be delivered by
it at or prior to the Closing Date, each in form and substance
acceptable to THORN;
(j) Conversion or redemption, prior to the Closing Date,
of the Preferred Stock;
(k) Simultaneously with the execution of this proposal,
the execution and delivery to THORN by the four majority
shareholders of the Company of an option, voting and noncompetition
agreement between THORN and such shareholders (the "Advantage
Agreement"); and
(l) At THORNS's option at Closing, the execution of a
lease allowing THORN to use the Company's current office space at
no cost for 30 days; provided, however, that THORN shall pay
utility and telephone expenses for such office space during the 30-
day period.
8. CONDITIONS PRECEDENT FOR THE COMPANY. The obligations of
the Company under the Definitive Agreement shall be subject to v
arious conditions precedent, including but not limited to:
(a) Compliance by THORN with the requirements of this
proposal;
(b) Performance by THORN of its covenants, obligations
and agreements as contained in the Definitive Agreement;
(c) The truth and accuracy of the representations and
warranties of THORN contained in the Definitive Agreement as of the
date thereof, and as reaffirmed and remade as of the Closing Date;
(d) Approval of the transaction by the requisite vote
of the Boards of Directors of THORN and of the Company, and by the
shareholders of the Company, as required by applicable law;
(e) Obtaining of all required governmental and third
party approvals and consents;
(f) No statute, rule, regulation, executive order,
decree, ruling, injunction or other order having been enacted,
entered, promulgated or enforced by any court or governmental
authority of competent jurisdiction within the United States which
prohibits the Acquisition or makes the Acquisition illegal;
(g) Execution and delivery by THORN of all documents
required by the Definitive Agreement to be delivered by it at or
prior to the Closing Date, each in form and substance acceptable to
the Company; and
(h) The receipt of an opinion from an independent firm of
investment bankers to the effect that the purchase price for the
Common Stock is fair from a financial point of view to the
Company's shareholders other than the Company's shareholders who
are party to the Advantage Agreement.
9. INTERIM OPERATIONS. From the date hereof until the
date of the Definitive Agreement, the Company (a) will conduct its
business and operations in the ordinary course consistent with past
practice and use its best efforts to preserve its business
organization intact, retain the services of its present officers
and employees at current compensation levels and preserve the
present business relationships and goodwill of its licensors,
licensees, suppliers, distributors, customers and others having
business relations with it; provided, however, that the Company may
issue bonus and severance awards not to exceed $1,400,000 and
transfer the land, building and equipment used by the Company as
its home office to Mr. Taylor in exchange for consideration from
Mr. Taylor of not less than $500,000, subject to the total equity
condition set forth in paragraph 1 hereof; and (b) will not (i)
issue any new shares of Common Stock (other than upon exercise of
existing and outstanding stock options) or Preferred Stock, (ii)
issue any options or other rights to acquire Common Stock, (iii)
hire any new employee or replace any departing employee, in each
case without THORN permission, or (iv) declare any dividends on the
Preferred Stock other than those regular quarterly dividends
declared on July 31, 1995, not to exceed an amount equal to
$42,000; provided, however, such declaration and subsequent
payments do not result in total equity less than that set forth in
paragraph 1 hereof.
10. NO OTHER ARRANGEMENTS.
(a) The Company is not engaged in any discussions or
negotiations with third parties with respect to any Acquisition
Proposal (as defined below). The Company shall not, directly or
indirectly, through any officer, director, employee, representative
or agent or any of its subsidiaries (i) solicit, initiate or
encourage any inquiries or proposals that constitute, or would lead
to, a proposal or offer for a sale of the Common Stock or the
Preferred Stock, merger, consolidation, business combination, sale
of substantial assets, sale of a substantial percentage of shares
of capital stock (including, without limitation, by way of a tender
offer) or similar transactions involving the Company or any of its
subsidiaries, other than the transactions contemplated by this
proposal, the Definitive Agreement or the Advantage Agreement (any
of the foregoing inquiries or proposals being referred to in this
proposal as an "Acquisition Proposal"), provided that the Company
may respond to unsolicited inquiries and proposals, (ii) subject to
the fiduciary duties of the Company's Board of Directors under
applicable law, engage in negotiations or discussions concerning,
or provide any nonpublic information to any person or entity
relating to, any Acquisition Proposal or (iii) subject to the
fiduciary duties of the Company's Board of Directors under
applicable law, agree to, approve or recommend any Acquisition
Proposal. The Company may take the actions set forth in (ii) and
(iii) of the immediately preceding sentence only upon a majority
vote of the directors capable of voting thereon that such actions
are in furtherance of the best interests of the Company's
stockholders, and only upon a determination that the third-party
bidder is reputable and financially responsible.
(b) The Company shall notify THORN immediately (in no
later than 24 hours) after receipt by the Company of any
Acquisition Proposal or any request for nonpublic information in
connection with an Acquisition Proposal or for access to the
properties, books or records of the Company by any person or entity
that informs the Company that it is considering making, or has
made, an Acquisition Proposal. Such notice shall be made orally or
by facsimile and shall indicate the identity of the offeror and the
terms and conditions of such proposal, inquiry or contract.
(c) If, at any time after the date hereof and the earlier
of the date of the Definitive Agreement or November 30, 1995, the
Company 1) enters into an agreement relating to the sale of the
Company or any substantial part thereof to a third party, or
2) ceases negotiations with THORN for the purpose of entering into
negotiations for the sale of the Company or any substantial part
thereof to a third party, then the Company shall be liable for and
shall promptly pay to THORN an amount equal to all of THORN's out-
of-pocket costs, fees and expenses incurred in connection with the
Acquisition, including but not limited to, all reasonable legal,
investment banking and accounting fees.
11. LITIGATION. In connection with the Acquisition,
THORN has agreed to, on or about July 10, 1995, file a motion to
stay certain litigation filed by THORN in the District Court of
Sedgwick County, Kansas on December 27, 1994, against the Company.
12. FURTHER ASSURANCES. Subject to the fiduciary
duties of the Company's Board of Directors under applicable law,
the Company and THORN agree to use their reasonable best efforts to
obtain the requisite shareholder approval of, and any requisite
third party or governmental approvals and consents with respect to,
the Acquisition. Each of the parties agrees to prepare and file a
notification form under the Hart-Scott-Rodino Act of 1976, as
amended, as promptly as practicable following the execution of this
proposal.
13. FEES AND EXPENSES. Except as otherwise set forth
in this proposal, THORN, on the one hand, and the Company, on the
other hand, each shall bear its own fees and expenses in connection
with the proposed transaction, including without limitation the
negotiation and preparation of this proposal, the negotiation and
drafting of the Advantage Agreement and the Definitive Agreement, financial
advisory fees, legal fees, finders fees and the obtaining of all regulatory
and other approvals and consents.
14. NO BINDING OBLIGATION. This proposal is an
expression of the intent of the parties only and is subject to due
diligence review and to the other terms and conditions set forth
herein. Except for the provisions of Paragraphs 4, 5, 9, 10, 13
and 14, this proposal does not constitute or create, and shall not
be deemed to constitute or create, any legally binding or
enforceable obligation on the part of any party hereto. No such
obligation shall be created, except by the execution and delivery
of the Definitive Agreement containing such terms and conditions of
the proposed transaction as shall be agreed upon by the parties,
and then only in accordance with the terms and conditions of the
Definitive Agreement.
If the foregoing is acceptable to the Company, please so
indicate acceptance by executing and returning the enclosed copy of
this proposal prior to 8:30 a.m. Central Daylight Time on Monday,
July 10, 1995. We look forward to proceeding with this
transaction.
AGREED AND ACCEPTED: Very truly yours,
ADVANTAGE COMPANIES, INC. THORN AMERICAS, INC.
By: /s/ Daniel J. Taylor By: /a/ John H. Slaymaker
Name: Daniel J. Taylor Name: John H. Slaymaker
Title: Chief Executive Officer Title: Executive Vice President
EXHIBIT "B"
ADVANTAGE AGREEMENT
THIS AGREEMENT dated as of July 9, 1995, by and among THORN
AMERICAS, INC., a Delaware corporation ("THORN"), and the
shareholders of ADVANTAGE COMPANIES, INC., a Delaware corporation
("Advantage"), who are signatories hereto (each, a "Shareholder"
and collectively, the "Shareholders").
WHEREAS, simultaneously with the execution and delivery of
this Agreement, THORN and Advantage are entering into a letter of
intent (the "Proposal"), which provides, among other things, upon
the terms and subject to the conditions thereof, that (i) a newly
formed subsidiary of THORN will be merged with and into Advantage
in accordance with the General Corporation Law of the State of
Delaware and (ii) each share of common stock, par value $0.01 per
share, of Advantage (the "Shares") issued and outstanding at the
effective time of the merger will, except as otherwise expressly
provided in the Proposal or in the Definitive Agreement (as defined
in the Proposal), be converted into the right to receive $17.50 per
Share (without interest) in cash (the "Purchase Price"); and
WHEREAS, in order to induce THORN to enter into the Proposal
and subsequently, into the Definitive Agreement, each Shareholder
desires to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to
be legally bound hereby, THORN and the Shareholders agree as
follows.
Section 1. CAPITALIZED TERMS. Capitalized terms used but
not defined herein shall have the meanings assigned to such terms
in the Proposal.
Section 2. REPRESENTATIONS AND WRRANTIES OF THE SHAREHOLDERS.
Each of the Shareholders hereby represents and warrants to THORN as follows:
(a) Each Shareholder owns the number of equity securities of
Advantage set forth opposite the name of such Shareholder on
Schedule A hereto, and no Shareholder owns any equity securities of
Advantage other than those shown on such Schedule.
(b) Each Shareholder has good and marketable title to such
Shareholder's Shares and Preferred Stock, free and clear of any
liens, encumbrances, restrictions on transfer or rights of others.
(c) Other than as disclosed on Schedule A attached hereto,
there are no options or other rights to acquire any Shares or
Preferred Stock from any Shareholder or any equity securities from
Advantage, to which any Shareholder is a party, other than this
Agreement.
(d) The execution and delivery of this Agreement, and the
consummation of the transactions herein provided, do not and will
not violate any agreement binding upon any Shareholder; and this
Agreement is the valid and binding agreement of each Shareholder,
enforceable against each Shareholder in accordance with its terms.
Section 3. REPRESENTATIONIS AND WARRANTIES OF THORN.
THORN hereby represents and warrants to the Shareholders that this
Agreement has been duly authorized by all necessary corporate
action on the part of THORN, has been duly executed by a duly
authorized officer of THORN and constitutes a valid and binding
agreement of THORN enforceable against THORN in accordance with its
terms.
Section 4. COVENANTS. Each Shareholder agrees:
(a) not to (either directly or indirectly) sell, transfer,
pledge, assign, hypothecate or otherwise dispose of, or enter into
any contract, option or other arrangement or understanding with
respect to the sale, transfer, pledge, assignment, hypothecation or
other disposition of such Shareholder's Shares, Preferred Stock or
options or other rights to obtain an equity interest in Advantage;
(b) not to (either directly or indirectly) grant any proxy to
any person regarding his\her ownership of any Shares or Preferred
Stock, deposit such securities into a voting trust or enter into a
voting agreement regarding such securities that would be
inconsistent with the terms of this Agreement;
(c) not to (either directly or indirectly) take any action
which would make any representation, warranty or covenant of such
Shareholder untrue or incorrect; and
(d) to convert into Shares all of such Shareholder's shares
of Preferred Stock prior to the Closing Date.
Section 5. VOTING AGREEMENT; PROXY.
(a) For so long as this Agreement is in effect, the
Shareholders shall vote, or cause to be voted, all of their
respective Shares in favor of the approval and adoption of the
merger as provided for in the Definitive Agreement and the
transactions contemplated therein.
(b) For so long as this Agreement is in effect, in any
meeting of the stockholders of Advantage, however called, and in
any action by consent of the stockholders of Advantage, the
Shareholders shall vote or cause to be voted all of their
respective Shares: (i) against any action or agreement that would
result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of Advantage
under the Proposal or the Definitive Agreement or of the
Shareholders under this Agreement; and (ii) against any action or
agreement that would impede, interfere with or discourage the
transactions contemplated by the Proposal or the Definitive
Agreement, including, without limitation: (1) any extraordinary
corporate transaction, such as a merger, reorganization or
liquidation involving Advantage or any of its subsidiaries, (2) a
sale or transfer of a material amount of assets of Advantage or any
of its subsidiaries or the issuance of securities by Advantage or
any of its subsidiaries; provided, however, that Advantage may
issue bonus and severance awards and transfer the land, building
and equipment used by Advantage as its home office to Mr. Taylor
subject to the total equity condition set forth in paragraph 1 of
the Proposal, (3) any change in the Advantage Board of Directors
(other than as contemplated by the Proposal or the Definitive
Agreement), (4) any change in the present capitalization or
dividend policy of Advantage or any of its subsidiaries (other than
as contemplated by the Proposal or the Definitive Agreement) or (5)
any other material change in Advantage's or any of its
subsidiaries' corporate structure or business.
(c) Upon the execution of this Agreement, each Shareholder
shall grant THORN an irrevocable proxy appointing THORN or its
designee(s), with full power of substitution, its attorney and
proxy to vote all such Shareholder's Shares at any meeting of the
stockholders of Advantage, however called, or in connection with
any action by written consent by the stockholders of Advantage.
Each Shareholder acknowledges and agrees that such proxy, if and
when given, will be coupled with an interest, will be irrevocable
and shall not be terminated by operation of law or otherwise upon
the occurrence of any event and that no subsequent proxies will be
given (and if given will not be effective).
Section 6. OPTION TO PURCHASE SHAREHOLDERS SHARES AND PREFERRED
STOCK.
(a) Each Shareholder grants to THORN an irrevocable option
(the "Option") 1) to purchase all Shares owned by such Shareholder
at the Option Closing (as defined below) at the Purchase Price
multiplied by the number of Shares owned by such Shareholder and 2)
to purchase all shares of Preferred Stock owned by such Shareholder
at the Option Closing at the Purchase Price multiplied by fifty for
each share of Preferred Stock so purchased (all such amounts being
the "Aggregate Purchase Price"), all payable at the Option Closing.
(b) The Option may be exercised by THORN at any time during
the period commencing on the date first above written and ending on
the Expiration Date (as defined below); provided, however, that the
Option must be exercised with respect to the Shares and Preferred
Stock of all Shareholders.
(c) In the event that THORN wishes to exercise the Option,
THORN shall give written notice to each Shareholder of its
intention to exercise the Option. The closing of the purchase of
the Shareholders' Shares and Preferred Stock hereunder (the "Option
Closing") shall take place in Wichita, Kansas, on a date and at a
time designated by THORN at the time that it gives notice of its
intention to exercise the Option (which date and time may be one
day after the delivery of such notice or earlier if reasonably
practicable).
(d) The Option shall expire on November 30, 1995 (the
"Expiration Date"), except that if the Option cannot be exercised
by reason of any applicable judgment, decree or order granted upon
the application of the Shareholders, the Expiration Date of the
Option shall be extended until five business days after such
impediment to exercise shall have been removed.
(e) In the event THORN exercises the Option, THORN shall make
payment of the Aggregate Purchase Price to the Shareholders at the
Option Closing by delivering immediately available funds. At the
Option Closing, the Shareholders shall transfer, assign and deliver
to THORN certificates evidencing the Shares and Preferred Stock,
which shall be duly endorsed in blank, or be accompanied by stock
powers duly executed in blank, with all necessary transfer tax
stamps affixed and cancelled and signatures guaranteed.
(f) In the event THORN exercises the Option, THORN and the
Shareholders each will execute and deliver all such further
documents and instruments and take all such further action as may
be necessary in order to consummate the transactions contemplated
hereby.
(g) In the event of any change in the number of Shares or
Preferred Stock outstanding by recapitalization, declaration of a
stock split or combination or payment of a stock dividend, the
exercise of stock options, conversion of preferred stock or the
like, the number of Shares or shares of Preferred Stock, as the
case may be, subject to the Option and the per share payments to be
made to the Shareholders shall be adjusted appropriately.
Section 7. NONCOMPETITION.
The provisions of this Section 7 will not be applicable until
THORN purchases the Shares and the Preferred Stock.
(a) The Shareholders hereby acknowledge that the identity and
particular needs of THORN'S and Advantage's clients are not
generally known and are confidential information; that, in THORN'S
and Advantage's business, information is an extremely valuable
commodity because of the importance of marketing and business stra-
tegies with respect to profitability; that THORN and Advantage have
a proprietary interest in the information concerning the identity
of its clients, its marketing and business strategies, and its
prices and profit margins; that THORN and Advantage have a
legitimate interest in preserving and protecting its customer
contacts and good will; that THORN and Advantage's customer lists,
marketing information, price lists, accounting procedures, business
plans and the like are the private, privileged, and confidential
information of THORN and Advantage respectively; and that THORN and
Advantage have a legitimate interest in protecting their
confidential information and other proprietary information from
even the threat of disclosure.
(b) The Shareholders severally agree that they shall not
directly or indirectly, individually or with others, engage in the
business of rent-to-own, rentals or retail installment sales
transactions of consumer household durable goods, including
televisions, video cassette recorders, stereos, furniture,
appliances, jewelry, pagers, computers or like or similar consumer
household durable goods merchandise rented or sold by THORN, or
any subsidiary, affiliate or franchisee thereof, for a period of
five years following the purchase of Shares and the Preferred Stock
by THORN, at any location within the United States of America.
(c) During the term of the Shareholders's franchise
relationship, the Shareholders have had access to and become
familiar with the confidential information and other proprietary
information of THORN and Advantage, including but not limited to
the information referred to in paragraph (a) above. The Sh-
areholders acknowledge that such information is owned by and shall
continue to be owned solely by THORN and Advantage. The
Shareholders jointly and severally agree that they will not,
individually or with others, directly or indirectly, at any time in
the future following the purchase of the Shares and the Preferred
Stock by THORN, divulge, communicate, use to the detriment of
THORN, or any subsidiary or affiliate thereof, or for the benefit
of any person or organization any Proprietary Information. As used
in this Agreement, "Proprietary Information" means information
disclosed as a result of or related to such Shareholder's
relationship with Advantage or any of its affiliates, whether or
not acquired during business hours, concerning Advantage's or it
affiliates' business, research activities, operations, products,
manufacturing or other processes, services, customers, customer
scattergrams, customer lists, vendors and costs and pricing
policies, including, but not limited to, information relating to
research, development, marketing demographics, methods, expertise,
techniques, inventions, equipment, purchasing, merchandising and
selling, including, but not limited to, reports relating to
inventory, administration, profit and loss, and similar financial
documents; provided, however, this prohibition will not include any
information (i) known generally to the public, (ii) accessible to
third parties on an unrestricted basis or (iii) of a type generally
considered nonconfidential by persons engaged in the same or
similar business.
(d) The Shareholders jointly and severally agree that for a
period of five years following the purchase of the Shares and the
Preferred Stock by THORN, they will not, directly or indirectly,
solicit the employment or engagement of the consulting or other
services of any person who shall then be employed by THORN or who
shall have been employed by THORN or any subsidiary or affiliate
thereof (including Advantage or Tidewater Rental Corp.), at any
time within the previous six months, except as provided in the
Definitive Agreement.
(e) The Shareholders acknowledge that each has carefully read
and considered the provisions of this Section 7 and, having done
so, agree that the restrictions are reasonable and necessary
restrictions for purposes of protecting the value received by
THORN, which includes the expectation of THORN or any subsidiary or
affiliate thereof, of expanding their business without competition
from the Shareholders for a five-year period following the purchase
of the Shares and the Preferred Stock by THORN, and for an
indefinite period regarding the confidentiality provisions in
Section 7(c). The parties further agree that the geographic area
described in Section 7(b) above are reasonable.
(f) In the event that, notwithstanding the foregoing, any
part of the covenants set forth in this Section 7 shall be held to
be invalid or unenforceable, the remaining parts thereof shall
nevertheless continue to be valid and enforceable as though the
invalid or unenforceable parts had not been included therein. In
the event that any provision of this Section 7 relating to time
periods and/or areas of restriction shall be declared by a court of
competent jurisdiction to exceed the maximum time period or areas
such court deems reasonable and enforceable, said time period
and/or areas of restriction shall be deemed to become and
thereafter be the maximum time period and/or areas which such court
deems reasonable and enforceable. Any provision of this Section 7
otherwise prohibited by or unenforceable under any applicable law
or public policy in any jurisdiction which cannot be reformed in
accordance with the provisions herein shall, as to such
jurisdiction, be ineffective without affecting any other provision
of this Section or shall be deemed to be severed or otherwise
modified to conform with such law or public policy; and the
remaining provisions of this Agreement shall remain in force,
provided that the purpose of this Agreement can be effected. To
the full extent, however, that the provisions of such applicable
law or public policy may be waived, this Agreement shall be deemed
to be a waiver thereof. The parties hereto understand and agree
that all of the covenants set forth herein are and shall be
separately enforceable, and the parties shall promptly meet to
negotiate a substitute for any invalid provision in order to
preserve, to the extent legally possible, the original intent of
this Agreement.
(g) It is agreed by the parties hereto that THORN would be
irreparably damaged by reason of any violation of the provisions of
this Section 7 and that any remedy at law for a breach of the
provisions of this Section would be inadequate. Therefore, THORN
shall be entitled to seek injunctive or other equitable relief in
a court of competent jurisdiction against the Shareholders, their
agents, employees, affiliates, partners or other associates, for
any breach or threatened breach of this Section without the
necessity of proving actual monetary loss. It is expressly
understood that the remedy described in this Section 7(g) shall not
be the exclusive remedy of THORN for any breach of this Agreement,
and THORN shall be entitled to seek such other relief or remedy, at
law or in equity, to which it may be entitled as a consequence of
any breach of this Agreement, including its expenses in enforcing
this Section 7, including attorneys' fees.
Section 8. NO SOLICITATION.
(a) None of the Shareholders is engaged in any discussions or
negotiations with third parties with respect to any Acquisition
Proposal (as defined below). The Shareholders shall not,
individually or with others, directly or indirectly, through any
employee, representative or agent (i) solicit, initiate or
encourage any inquiries or proposals that constitute, or would lead
to, a proposal or offer for a sale of the Shares or the Preferred
Stock, a merger, consolidation, business combination, sale of
substantial assets, sale of a substantial percentage of Shares of
capital stock (including, without limitation, by way of a tender
offer) or similar transactions involving Advantage or any of its
subsidiaries, other than the transactions contemplated by this
Agreement, the Proposal or the Definitive Agreement (any of the
foregoing inquiries or proposals being referred to in this
Agreement as an "Acquisition Proposal"), (ii) engage in
negotiations or discussions concerning, or provide any nonpublic
information to any person or entity relating to, any Acquisition
Proposal or (iii) agree to, approve or recommend any Acquisition
Proposal.
(b) The Shareholders shall notify THORN immediately (in no
later than 24 hours) after receipt by any Shareholder of any
Acquisition Proposal or any request for non-public information in
connection with an Acquisition Proposal or for access to the
properties, books or records of Advantage by any person or entity
that informed such party that it is considering making, or has
made, an Acquisition Proposal. Such notice shall be made orally or
by facsimile and shall indicate in reasonable detail the identity
of the offeror and the terms and conditions of such proposal,
inquiry or contract.
Section 9. PUBLIC ANNOUNCEMENTS. THORN and the Shareholders
will consult with each other before issuing any press release with
respect to the transactions contemplated by this Agreement, the Proposal
and the Definitive Agreement, and shall not issue any press release prior
to such consultation, except as may be required by applicable law.
Promptly upon execution of this Agreement and the Proposal, THORN and
Advantage shall issue a joint press release.
Section 10. SPECIFIC PERFORMANCE. The parties hereto
agree that irreparable damage would occur in the event any
provision of this Agreement was not performed in accordance with
the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at
law or in equity.
Section 11. EXPENSES. Each party shall bear its own
expenses and costs in connection with this Agreement and the
transactions contemplated hereby.
Section 12. SURVIVAL. Except as otherwise set forth in
this Agreement, all of the representations, warranties and
covenants contained herein shall survive the exercise of the Option
and the Closing Date indefinitely and shall be deemed to have been
made as of the date hereof and as of the Closing Date.
Notwithstanding anything contained herein to the contrary, the
representations, warranties and covenants made herein by the
Shareholders shall be joint and several.
Section 13. AMENDMENT; ASSIGNMENT. This Agreement may
not be modified, amended, altered or supplemented except upon the
execution and delivery of a written agreement executed by the
parties hereto. No party to this Agreement may assign any of its
rights or obligations under this Agreement without the prior
written consent of the other parties and provided that such
transferee agrees in writing to be bound under this Agreement;
provided, however, that THORN may assign its rights under this
Agreement to an affiliate, and an affiliate may assign its rights
under this Agreement to another affiliate of THORN or to THORN. As
used herein, "THORN" includes THORN and its affiliates.
Section 14. PARTIES IN INTEREST. This Agreement shall
be binding upon and inure solely to the benefit of each party
hereto and its successors and permitted assigns, and nothing in
this Agreement, express or implied, is intended to or shall confer
upon any other person any rights, benefits or remedies of any
nature whatsoever.
Section 15. NOTICES. All notices, requests, claims,
demands and other communications hereunder, unless this Agreement
expressly provides otherwise, shall be in writing and shall be
given (and shall be deemed to have been duly given upon receipt) by
delivery in person, by facsimile or by registered or certified mail
(postage prepaid, return receipt requested), to the other party as
follows:
(a) If to THORN, to:
THORN Americas, Inc.
8200 East Rent-A-Center Drive
Wichita, Kansas 67226-2799
Fax: 316-636-7328
Attention: P. David Egan, Senior Vice President and
General Counsel
with a copy to:
Shook, Hardy & Bacon P.C.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2118
Fax: 816-421-5547
Attention: Jennings J. Newcom
(b) If to the Shareholders, to:
Daniel J. Taylor
9323 East 37th Street North
Wichita, Kansas 67226-2000
Fax: 316-634-3340
and
Robert W. Moore
9323 East 37th Street North
Wichita, Kansas 67226-2000
Fax: 316-634-3340
and
Daniel M. Carney
9323 East 37th Street North
Wichita, Kansas 67226-2000
Fax: 316-634-3340
and
Leslie G. Rudd
9323 East 37th Street North
Wichita, Kansas 67226-2000
Fax: 316-634-3340
with a copy to:
Advantage Companies, Inc.
9323 East 37th Street North
Wichita, Kansas 67226-2000
Fax: 316-634-3340
Attention: Law Department
and
Shughart, Thomson & Kilroy, P.C.
1800 Twelve Wyandotte Plaza
120 West 12th Street
Kansas City, Missouri 64105
Fax: 816-374-0509
Attention: Robert T. Schendel
Section 16. GOVERNING LAW. This Agreement shall be
governed by and construed in accordance with the laws of the State
of Kansas without giving effect to the provisions thereof relating
to conflicts of laws.
Section 17. TERMINATION. This Agreement shall terminate,
unless this Agreement expressly provides otherwise, upon the
earlier of (i) the Closing Date, (ii) the Expiration Date or (iii)
notice of termination being given by THORN to the Shareholders. No
such termination shall relieve any party from liability for any
breach of this Agreement.
Section 18. SEVERABILITY. The provisions of this
Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. If any provision of
this Agreement, or the application thereof to any person or entity
or any circumstance, is invalid or unenforceable, (a) a suitable
and equitable provision shall be substituted therefor in order to
carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid and unenforceable provision and (b) the
remainder of this Agreement and the application of such provision
to other persons, entities or circumstances shall not be affected
by such invalidity or unenforceability, nor shall such invalidity
or unenforceability affect the validity or enforceability of such
provision, or the application thereof, in any other jurisdiction.
Section 19. ENTIRE AGREEMENT. This Agreement
constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof.
Section 20. DESCRIPTIVE HEADINGS. The descriptive
headings herein are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
Section 21. CONSENT TO JURISDICTION. Each of the parties
hereto hereby irrevocably and unconditionally consents to submit to
jurisdiction of the courts of the State of Kansas for any
litigation arising out of or relating to this Agreement and the
transactions contemplated hereby, waives any objection to laying of
venue of any such litigation in the courts located in the State of
Kansas and agrees not to plead or claim in any court in the State
of Kansas that such litigation brought therein has been brought in
an inconvenient forum.
Section 22. COUNTERPARTS. This Agreement may be executed
in two or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF, THORN and the Shareholders have caused
this Agreement to be duly executed on the date first above written.
THORN AMERICAS, INC.
By: /S/ JOHN H. SLAYMAKER
Name: John H. Slaymaker
Title: Executive Vice President
SHAREHOLDERS:
/S/ DANIEL J. TAYLOR
Daniel J. Taylor
/S/ ROBERT W. MOORE
Robert W. Moore
/S/ DANIEL M. CARNEY
Daniel M. Carney
/S/ LESLIE G. RUDD
Leslie G. Rudd<PAGE>
SCHEDULE A
ADVANTAGE
Shares of Shares of Total Shares
Common Preferred of Common Stock
Name Stock Stock at Closing Date
Daniel J. Taylor 960,750 3,800 1,150,750
Robert W. Moore 849,310 3,900 1,044,310
Daniel M. Carney 797,600 2,300 912,600
Leslie G. Rudd 661,262 None 661,262
TOTAL 3,268,922 10,000 3,768,922
EXHIBIT "C"
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including amendments thereto)
with respect to the Common Stock of Advantage Companies, Inc., and further
agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned hereby execute this
Agreement this 18th day of July, 1995.
/S/ DANIEL J. TAYLOR
DANIEL J. TAYLOR
/S/ ROBERT W. MOORE
ROBERT W. MOORE
/S/ DANIEL M. CARNEY
DANIEL M. CARNEY
/S/ LESLIE G. RUDD
LESLIE G. RUDD
