UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
FIGGIE INTERNATIONAL INC.
__________________________
(Name of Issuer)
Class B Common Stock, par value $.10 per share
______________________________________________
(Title of Class of Securities)
316828 60 7
___________
(CUSIP Number)
Harry E. Figgie, Jr.
25550 Chagrin Boulevard
Beechwood, OH 44122 216/514-4999
_________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 1997
________________
(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.
(continued on following pages)
(Page 1 of 10 Pages)
____________________
*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).
<PAGE> 2 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harry E. Figgie, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Figgie is a citizen of the United States
7 SOLE VOTING POWER
579,734
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 2,112
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
579,734
10 SHARED DISPOSITIVE POWER
2,112
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
581,846
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
12.3%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy F. Figgie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mrs. Figgie is a citizen of the United States
7 SOLE VOTING POWER
57,881
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
57,881
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
57,881
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harry E. Figgie, III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dr. Figgie is a citizen of the United States
7 SOLE VOTING POWER
105,995
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
105,995
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
105,995
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2 %
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark P. Figgie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Dr. Figgie is a citizen of the United States
7 SOLE VOTING POWER
58,189
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
58,189
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
58,189
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
1.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew P. Figgie
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Figgie is a citizen of the United States
7 SOLE VOTING POWER
613.4
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
613.4
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
613.4
12 CHECK BOX IF THE AGGREGATE AMOUNT IN _X_
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0.0 %
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Figgie Family Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Figgie Family Foundation is organized under
the laws of the State of Ohio.
7 SOLE VOTING POWER
2,112
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
2,112
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,112
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
0.0 %
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8 of 10
SCHEDULE 13D
CUSIP No. 316828 60 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clark-Reliance Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Clark-Reliance Corporation is a Delaware corporation
7 SOLE VOTING POWER
134,564
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER
134,564
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
134,564
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
2.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9 of 10
This Statement on Schedule 13D is hereby amended as follows:
Item 4. Purpose of Transaction
______________________
On July 2, 1997, Harry E. Figgie, Jr. entered into a Stock Option
Agreement (the "Stock Option Agreement") with The Heico Companies, L.L.C.
("Heico"), pursuant to which Mr. Figgie granted to Heico an option to
purchase 235,637 shares of Class B Common Stock of Figgie International Inc.
(the "Issuer") at a price of $15.00 per share, subject to increase if Heico
acquires shares of common stock of the Issuer at a higher price. The option
is exercisable from such date as Heico makes a written proposal (the "Merger
Proposal") for a merger of the Issuer and a subsidiary of Heico (the
"Merger") until the earliest of (a) the time mutually agreed to by Heico and
Mr. Figgie expressed in writing, (b) July 10, 1997, if Heico has not
delivered the Merger Proposal to the Issuer, (c) the time Heico delivers a
notice of termination to Mr. Figgie, or (d) September 30, 1997, unless Heico
has, within ten days prior to such date, reaffirmed publicly and in writing
the effectiveness of the Merger Proposal, (e) December 31, 1997, unless
Heico shall have, as of such date either (i) commenced a tender offer for
the outstanding stock of the Issuer at a price not less than $15.00 per
share or (ii) publicly announced the Merger Proposal and filed with the
Securities and Exchange Commission proxy materials seeking to oppose the
Issuer's nominees for election to the Issuer's Board of Directors at its
next annual meeting of stockholders, or (f) March 31, 1998.
The Stock Option Agreement includes a grant by Mr. Figgie of a proxy
to Heico and certain officers of Heico to vote the 235,637 shares of Class B
Common Stock that are subject to the Stock Option Agreement in favor of the
Merger and against other transactions that may result in a sale or change of
control of the Issuer or that may impede, interfere with, delay, postpone,
discourage or adversely affect the Merger. The Reporting Persons currently
intend to support the Merger, but have not granted a proxy with respect to
or agreed to vote other shares of Common Stock beneficially owned by them.
The Stock Option Agreement also includes an agreement by Mr. Figgie
to refrain from entering into negotiations with any person concerning any
proposal regarding a sale of the 235,637 shares of Class B Common Stock that
are subject to the Stock Option Agreement, as well as all or substantially
all of the other shares of Common Stock that Mr. Figgie owns, except that
Mr. Figgie may sell such other shares in open market transactions.
The foregoing summarizes the material terms of the Stock Option
Agreement but does not reflect all of the terms thereof and is qualified in
its entirety by reference to the terms of the Stock Option Agreement, which
is an exhibit to this Statement on Schedule 13D.
Other than as set forth above, there are no changes in this Item.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
________________________________
Mr. Figgie has entered into the Stock Option Agreement, the material
terms of which are summarized in the response to Item 4.
Item 7. Material to Be Filed as Exhibits
________________________________
Exhibit 1 - Joint Filing Agreement under Section 13d-1(f) of the 34
Act.
Exhibit 2 - Stock Option Agreement dated as of July 2, 1997 among
The Heico Companies, L.L.C. and Harry E. Figgie, Jr.
<PAGE> 10 of 10
SIGNATURES
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.
Dated: July 2, 1997
By: /s/ Harry E. Figgie, Jr.
_________________________
Harry E. Figgie, Jr.
By: /s/ Nancy F. Figgie
_________________________
Nancy F. Figgie
By: /s/ Harry E. Figgie, III
_________________________
Harry E. Figgie, III
By: /s/ Mark P. Figgie
_________________________
Mark P. Figgie
By: /s/ Matthew P. Figgie
_________________________
Matthew P. Figgie
By: /s/ Harry E. Figgie, Jr.
_________________________
Harry E. Figgie, Jr.
for the Figgie Family
Foundation
By: /s/ Dennis Pesek
__________________________
Dennis Pesek for
the Clark-Reliance
Corporation
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT AMONG
HARRY E. FIGGIE, JR., NANCY F. FIGGIE,
HARRY E. FIGGIE, III, MARK P. FIGGIE, MATTHEW P. FIGGIE,
THE FIGGIE FAMILY FOUNDATION, THE CLARK-RELIANCE CORPORATION
WHEREAS, in accordance with Rule 13d-1(f) under the Securities and
Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments
thereto need be filed whenever one or more persons are required to file such a
Statement or any amendments thereto pursuant to Section 13(d) of the Act with
respect to the same securities, provided that said persons agree in writing
that such Statement or any amendments thereto is filed on behalf of each of
them;
NOW, THEREFORE, the parties hereto agree as follows:
Harry E. Figgie, Jr., Nancy F. Figgie, Harry E. Figgie, III, Mark P.
Figgie, Matthew P. Figgie, The Figgie Family Foundation, and the Clark-Reliance
Corporation do hereby agree, in accordance with Rule 13d-1(f) under the Act, to
file an amended Schedule 13D and all subsequent amendments relating to their
ownership of the Class B Common Stock of Figgie International, Inc., and do
hereby further agree that said Amendment and all subsequent amendments shall be
filed on behalf of each of them.
Dated: July 2, 1997
By: /s/ Harry E. Figgie, Jr.
___________________________
Harry E. Figgie, Jr.
By: /s/ Nancy F. Figgie
_______________________
Nancy F. Figgie
By: /s/ Harry E. Figgie, III
______________________________
Harry E. Figgie, III
By: /s/ Mark P. Figgie
_________________________
Mark P. Figgie
By: /s/ Matthew P. Figgie
_______________________
Matthew P. Figgie
By: /s/ Harry E. Figgie, Jr.
__________________________
Harry E. Figgie, Jr.,
for the Figgie Family Foundation
By: /s/ Dennis Pesek
_____________________
Dennis Pesek for
the Clark-Reliance
Corporation
<PAGE>
Exhibit 2
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), dated as of July 2, 1997,
among The Heico Companies, L.L.C. ("Heico"), and Harry E. Figgie, Jr.
("Seller).
WHEREAS, Heico is contemplating offering to acquire all of the
outstanding shares of Figgie International Inc. (the "Company") for $15.00 per
share in cash, which acquisition would be accomplished through a statutory
merger of the Company and a subsidiary or affiliate of Heico (the "Merger");
and
WHEREAS, Seller is the beneficial owner of 235,637 shares of Class B
Common Stock of the Company (the "Shares") and other shares of capital stock of
the Company; and
WHEREAS, for the mutual benefits and promises set forth herein and other
good and valuable consideration, Seller and Heico are willing to enter into
this option agreement;
NOW, THEREFORE, in contemplation of the foregoing and in consideration
of the agreements, covenants, representations and warranties contained herein
and intending to be legally bound hereby, the parties hereto agree as follows:
ARTICLE I
Option
Section 1.1 Grant of Option. Subject to the terms and conditions of
this Agreement, Seller hereby grants to Heico, effective upon Heico's delivery
to the Company of a written proposal for the Merger in the form attached hereto
as Exhibit A (the "Merger Proposal"), an irrevocable option (the "Option") to
purchase the Shares, free and clear of all liens, encumbrances and adverse
claims whatsoever, at a price of $15.00 per share (the "Purchase Price"),
payable as provided in Section 1.2 hereof; provided, however, that if Heico
acquires any other outstanding shares of common stock of the Company, whether
through the Merger or otherwise, at a price per share in excess of $15.00, then
the Purchase Price shall be adjusted to such higher price.
Section 1.2 Exercise of Option; Closing. Heico may exercise the Option
at any time after the effective date of the Option and prior to the termination
of this Agreement. In the event Heico wishes to exercise the Option, it shall
send to Seller, a notice (the date on which such notice is sent is herein
referred to as the "Notice Date") specifying a place and date not earlier than
ten (10) business days nor later than thirty (30) business days from the Notice
Date for the closing (the "Closing") of the purchase of the Shares (the
"Closing Date"). The Closing shall be held on the Closing Date specified in
such notice unless, on such date, there shall be then in effect any
preliminary or permanent injunction or other order, decree or ruling by any
court of competent jurisdiction or by any governmental, regulatory or
administrative agency or commission preventing the consummation of such
purchase, in which event the Closing shall be held as soon as practicable
following the lifting of such injunction, order, decree or ruling (each party
agreeing to use its best efforts to have such injunction, order, decree or
ruling lifted), and in any event within ten (10) business days after such
lifting. At or prior to the Closing, Seller will cause to be delivered to
Heico (a) certificates issued in the name of Seller representing the
Shares, duly endorsed or accompanied by stock powers duly executed in blank
(with signatures thereon guaranteed in a manner satisfactory to the Company's
transfer agent) and otherwise in form acceptable for transfer on the books of
the Company, and (b) such other documents and instruments as Heico may
reasonably request to vest good and marketable title to the Shares in Heico,
free and clear of all liens, encumbrances and adverse claims. At or prior to
the Closing, Heico will deliver to Seller, a certified or cashiers check drawn
on a United States bank in immediately available funds in or will wire
transfer to an account designated by Seller, an amount equal to the Purchase
Price as then in effect multiplied by the number of the Shares purchased at the
Closing.
Section 1.3 Grant of Irrevocable Proxy. Seller, by this Agreement,
does hereby constitute and appoint Heico and its officers, and Michael E.
Heisley, Sr. and Stanley H. Meadows, each of them acting singly, with full
power of substitution, as Seller's true and lawful attorney and proxy, for and
in Seller's name, place and stead, to vote as Seller's proxy at any meeting of
the holders of the Company's Common Stock, however called, and to sign Seller's
name to any written consent of the holders of the Company's Common Stock with
respect to, the Shares, (a) in favor of the Merger, the execution and delivery
by the Company of a Merger Agreement for the Merger and the approval of the
terms thereof and each of the other actions contemplated by this Agreement and
any actions reasonably required in furtherance hereof; and (b) against the
following actions or agreements (other than the Merger): (i) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or its subsidiaries; (ii) a sale, lease or
transfer of a material amount of assets of the Company or its subsidiaries,
or a reorganization, recapitalization, dissolution or liquidation of the
Company or its subsidiaries; (iii)(A) any change in a majority of the persons
who constitute the board of directors of the Company; (B) any change in the
present capitalization of the Company or any amendment of the Company's
Certificate of Incorporation or Bylaws; (C) any other material change in the
Company's corporate structure or business; or (D) any other action or agreement
which, in the case of each of the matters referred to in clauses (iii)(A),
(B), (C) or (D), is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, discourage, or adversely affect the Merger.
Seller further agrees to cause his Shares to be voted in accordance with the
foregoing.
Section 1.4 Designated Affiliate. It is understood and agreed among
the parties that Heico may cause one or more companies which are directly or
indirectly controlled by or under common control with Heico designated by it
(the "Designated Affiliate" or "Designated Affiliates") to carry out some or
all of the transactions contemplated by this Agreement (including, without
limitation, the purchase and receipt of the Shares and the effectuation of the
Merger); provided, however, that Heico shall nevertheless remain liable for all
of its obligations and those of the Designated Affiliate or Affiliates
hereunder.
Section 1.5 Adjustment Upon Changes in Capitalization. In the event of
any change in any of the Shares by reason of any stock dividends, split-ups,
mergers, recapitalizations or other changes in the corporate or capital
structure of the Company, the number and kind of such Shares subject to this
Agreement and the Purchase Price as then in effect, as the case may be, shall
be appropriately adjusted.
ARTICLE II
Representations of and Warranties by Seller
Seller hereby represents and warrants to Heico as follows:
Section 2.1 Ownership of the Shares. Seller has full power and
authority to sell, assign and transfer the Shares and at the Closing will have
good and unencumbered title with respect to all of the Shares, free and clear
of all liens, encumbrances and adverse claims, and the Shares will not be
subject to any adverse claim whatsoever. Upon the delivery of and payment for
the Shares at the Closing, Heico will receive good and marketable title with
respect to all of the Shares, free and clear of all liens, encumbrances and
adverse claims, and the Shares will not be subject to any adverse claim
whatsoever.
Section 2.2 Authorization; Valid and Binding Agreement. This Agreement
has been duly and validly authorized, executed and delivered by Seller and
constitutes the valid and binding agreement of Seller enforceable against
Seller in accordance with its terms, except to the extent that enforceability
may be limited by applicable bankruptcy, insolvency or other similar laws
affecting creditors' rights generally or by general equitable principles.
Section 2.3 No Conflicts. Neither the execution and delivery of this
Agreement nor the performance by Seller or Seller's obligations hereunder will
constitute a violation of, or conflict with, or constitute a default under, any
contract, commitment, agreement, understanding, arrangement or restriction of
any kind to which Seller is a party or by which Seller is bound or any
judgment, decree or order applicable to Seller.
ARTICLE III
Representations of and Warranties by Heico
Heico hereby represents and warrants to Seller as follows:
Section 3.1 Authorization; Valid and Binding Agreement. This Agreement
has been duly authorized by all necessary corporate action on the part of
Heico. This Agreement has been duly and validly executed and delivered by
Heico, and constitutes the valid and binding agreement of Heico, enforceable
against Heico in accordance with its terms, except to the extent enforceability
may be limited by applicable bankruptcy, insolvency or other similar laws
affecting creditors' rights generally or by general equitable principles.
Section 3.2 No Conflicts. Neither the execution and delivery of this
Agreement nor the performance by Heico of its obligations hereunder will
constitute a violation of, or conflict with, or constitute a default under, any
contract, commitment, agreement, understanding, arrangement or restriction of
any kind to which Heico is a party or by which Heico is bound or any judgment,
decree or order applicable to Heico.
Section 3.3 Company Stock. As of the date of this Agreement, neither
Heico nor any entity controlled by Heico owns, of record or beneficially, any
shares of stock in the Company.
ARTICLE IV
Covenants
Section 4.1 Negotiations. Following the execution of this Agreement by
Seller and prior to the termination of this Agreement, Seller shall not
directly or indirectly, initiate contact with, solicit or enter into
negotiations with, any corporation, partnership, person or other entity
concerning any possible proposal which would include a sale of all or
substantially all of the shares of stock in the Company owned, of record or
beneficially, by Seller or a merger, consolidation, sale of all or a
substantial portion of the Company's assets or sale of any major assets of
the Company or any similar transaction (an "Acquisition Proposal"); provided,
however, that the Seller may sell any shares of stock in the Company, other
than the Shares, in open market transactions.
Section 4.2 Other Transactions. Seller agrees that, from the date
hereof and prior to the termination of this Agreement, Seller shall not engage
in any action or omission that would have the effect of preventing or disabling
Seller from delivering the Shares to Heico hereunder or otherwise performing
Seller's obligations under this Agreement or causing any representation of or
warranty by Seller to be untrue. Without limiting the foregoing and except as
provided in this Agreement, Seller agrees not to sell or transfer, or agree to
sell or transfer, any of the Shares or any interest in the Shares, to keep the
Shares free and clear of all liens (except for the bank lien existing on the
date hereof and disclosed to Heico, which will be released at or prior to the
Closing), charges and encumbrances and voting agreements, commitments,
agreements, understandings and arrangements of every kind and to not give any
proxy with respect to the voting power of the Shares (except the proxy
described in Section 1.3) until the termination of this Agreement.
ARTICLE V
Termination
Section 5.1 Termination. This Agreement shall terminate at the
earliest of (a) the time mutually agreed to by Heico and Mr. Figgie expressed
in writing, (b) July 10, 1997, if Heico has not delivered the Merger Proposal
to the Company, (c) the time Heico delivers a notice of termination to
Mr. Figgie, or (d) September 30, 1997, unless Heico has, within ten days
prior to such date, reaffirmed publicly and in writing the effectiveness of
the Merger Proposal, (e) December 31, 1997, unless Heico shall have, as of
such date either (i) commenced a tender offer for the outstanding stock of the
Company at a price not less than $15.00 per share or (ii) publicly announced
the Merger Proposal and filed with the Securities and Exchange Commission
proxy materials seeking to oppose the Company's nominees for election to the
Company's Board of Directors at its next Annual Meeting of Stockholders
(including any adjournment thereof), or (f) March 31, 1998.
ARTICLE VI
Miscellaneous
Section 6.1 Expenses. Each party will pay any fees and expenses
incurred by he, she or it in connection with this Agreement, including without
limitation the fees and expenses of such party's financial and legal advisors
and any brokerage or finders' fee incurred by such party, each party
representing that such party has incurred no obligation for any such fee
for which any other party is responsible.
Section 6.2 No Registration. Heico acknowledges that the sale of the
Shares pursuant to the Option has not been registered under the Securities Act
of 1933 and represents that it is not acquiring the Shares with a view to the
distribution thereof.
Section 6.3 Assignment; Parties in Interest. Except as permitted by
Section 1.5 hereof or as required by operation of law, this Agreement shall not
be assignable by the parties hereto without the prior written consent of the
other parties. Notwithstanding the foregoing, Heico may assign this Agreement
to an entity which controls or is controlled by the same persons who control
Heico. This Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors and permitted
assigns.
Section 6.4 Entire Agreement; Amendments. This Agreement and the
documents referred to herein or delivered pursuant hereto which form a part
hereof, contain the entire understanding of the parties with respect to its
subject matter. There are no restrictions, agreements, promises, warranties,
covenants or undertakings other than those expressly set forth herein or
therein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to its subject matter. This Agreement may be
amended only by written instrument duly executed by all the parties. Any
condition to a party's obligations hereunder may be waived in writing by such
party.
Section 6.5 Notices. All notices, claims, certificates, requests,
demands and other communications hereunder shall be in writing and will be
deemed to have been duly given (i) when delivered if delivery is made in
person or by telecopier, (ii) on the next business day after mailing by means
of an overnight delivery service, or (iii) on the third business day after
deposit in the mails (registered or certified mail, postage prepaid, return
receipt requested), as follows:
(a) If to Heico, to:
The Heico Corporation, L.L.C.
5600 Three First National Plaza
Chicago, Illinois 60602
Attention: Michael E. Heisley, Sr.
Telecopier: (312) 419-9417
With copies to:
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606
Attention: Stanley H. Meadows, P.C.
Telecopier: (312) 984-3669
(b) If to any Seller, to:
Harry E. Figgie, Jr.
25550 Chagrin Boulevard
Beechwood, Ohio 44122
Telecopier:
With copies to:
Richard W. Cass
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037-1420
Telecopier: (202) 663-6363
or to such other address as the person to whom notice is to be given may have
previously furnished to the other parties in writing in the manner set forth
above. No notice, claim, certificate, request, demand or other communication
shall be deemed to have been duly given to any party hereto unless deemed to
have been duly given in the manner set forth above to both such party and any
person or persons designated to receive a copy.
Section 6.6 Law Governing. This Agreement will be governed and
construed in accordance with the laws of the State of Illinois without giving
effect to the principles of conflicts of law thereof.
Section 6.7 Severability of Provisions. In case any one or more of the
provisions contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
Section 6.8 Counterparts; Headings. This Agreement may be executed
simultaneously in several counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same
instrument. The article and section headings contained herein are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.
Section 6.9 Remedies. The parties hereto agree that if for any reason
any party hereto shall have failed to perform its obligations under this
Agreement, then any other party hereto seeking to enforce this Agreement
against such non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties hereto further agree to
waive any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or other equitable relief. This provision
is without prejudice to any other rights that any party hereto may have against
any other party hereto for any failure to perform its obligations under this
Agreement.
Section 6.10 Further Assurances. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use all reasonable efforts
to take, or cause to be taken, all action, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement.
In case at any time after the Closing any further action is necessary or
desirable to carry out the purposes of this Agreement, Seller or Heico, as the
case may be, shall take all such necessary action.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
THE HEICO COMPANIES, L.L.C.
By: /s/ Larry Gies /s/ Harry E. Figgie, Jr.
__________________ __________________________
Larry Gies Harry E. Figgie, Jr.
<PAGE>
HEICO ACQUISITIONS
5600 THREE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60602
TELEPHONE (312) 419-8220
FACSIMILE (312) 419-9417
July 1, 1997
Confidential
Via Federal Express
Figgie International, Inc.
4420 Sherwin Road
Willoughby, Ohio 44094
Attention: Chairman of the Board of Directors
Gentlemen:
By letter dated May 16, 1997, Heico Holding, Inc., a Delaware
corporation ("Buyer") made a proposal for the acquisition (the "Acquisition")
of Figgie International, Inc., a Delaware corporation (the "Company"). Under
that proposal, the stockholders of the Company would have received $15 in
cash for each of their shares of Common Stock of the Company. The Company did
not respond to Buyer's proposal.
Buyer wishes to reiterate its proposal in accordance with the terms and
conditions set forth herein. To support the proposal, enclosed is a copy of a
letter from [***] demonstrating the availability of financing for the
transaction. Please note that the terms set forth below are identical to those
set forth in our May 16, 1997 letter except that (i) the due diligence period is
limited to three weeks, (ii) Buyer will pay the Company a $500,000 termination
fee if it chooses, except for the reasons set forth below, not to go forward
after due diligence and (iii) the proposal must be accepted by July 14, 1997.
1. Basic Transaction
The Acquisition would take the form of a statutory merger of the Company
with either Buyer or a wholly-owned subsidiary of Buyer ("Buyer Subsidiary")
pursuant to which the holders of the Company's Class A and Class B Common Stock
("Common Stock") would be entitled to receive the purchase price set forth in
paragraph 2 below. The closing of the Acquisition (the "Closing") would occur
as soon as possible after satisfaction of the conditions set forth in paragraph
3 below.
2. Purchase Price
In the Acquisition, the Company's Common Stock outstanding would be
converted into the right to receive an amount in cash (the "Purchase Price")
equal to $15.00 per share. All employee stock options outstanding, whether or
not vested as of the Closing, would be terminated upon the Closing and holders
of such options would be entitled to receive the Purchase Price per share in
cash for every share of Common Stock subject to an employee stock option held
by them less the applicable exercise price under the option.
3. Conditions
Consummation of the Acquisition will be conditioned on satisfaction of
the following:
(a) Approval of the Acquisition by the Board of Directors of the
Company and by the stockholders of the Company (the
"Stockholder Approval") at a special meeting of stockholders
(the "Meeting") held in accordance with the Company's Restated
Certificate of Incorporation and By-laws;
(b) Negotiation and execution of a Merger Agreement (the "Merger
Agreement") reasonably acceptable to the Company and Buyer,
containing terms consistent with those in this letter
agreement, conditions and representations and warranties as
are customary for the acquisition of a publicly-held
corporation (and which do not survive the Closing), and
covenants which are reasonable and related to the continued
operation of the Company in the ordinary course of business
and to best efforts to complete the Acquisition; the parties
hereto agree to use their best efforts to negotiate in good
faith and finalize and execute the Merger Agreement;
(c) The expiration or termination of the waiting period under the
Hart Scott Rodino Antitrust Improvement Act ("HSR Act"); the
parties hereto agree to use their best efforts to obtain
expiration or termination as soon as practicable;
(d) There being no outstanding injunction or court order enjoining
the Acquisition;
(e) There not having occurred any material adverse change after the
date hereof in the Company's business, financial condition, or
properties, taken as a whole;
(f) No material misrepresentations in the Merger Agreement;
(g) Compliance with the covenants in the Merger Agreement; and
(h) Termination, waiver or amendment of the Company's "Substantial
Stockholder Provision" in the Company's Restated Certificate of
Incorporation so it is not applicable to the Transaction.
4. Access; Due Diligence
The Company shall afford Buyer and its representatives reasonable access
to its senior personnel, auditors, properties, contracts, assets and books and
records so that Buyer and its representatives may confirm the accuracy and
completeness of the Company's filings with the Securities and Exchange
Commission (the "filings"). Such access shall be limited to the three week
period commencing upon Buyer's receipt of a copy of this letter signed by the
Company as described in the last paragraph hereof. If at the end of such period
Buyer does not go forward with the negotiation and execution of the Merger
Agreement for reasons other than material inaccuracy or incompleteness in the
filings, then Buyer shall promptly pay to the Company the sum of $500,000.
5. Conduct of Business
The Company will use its best efforts to conduct its business (including
the business of its subsidiaries) only in the ordinary course and consistent
with past practice.
6. Costs
Buyer and the Company shall be responsible for and bear all of their
respective costs and expenses (including any fees and expenses of its advisors
and representatives) incurred at any time in connection with pursuing or
consummating the Acquisition.
If your Board of Directors is in agreement with the foregoing, please
sign and return one copy of this letter, which thereupon will constitute our
agreement to negotiate in good faith with respect to the Acquisition. If
such signed agreement is not received by Buyer by the close of business on
July 14, 1997, this letter and the proposal therein will be deemed rejected
and terminated.
Very truly yours,
HEICO HOLDING, INC.
By: /s/ Michael E. Heisley
________________________
Name: Michael E. Heisley
Title: Chairman
Duly executed and agreed
on _________________, 1997
FIGGIE INTERNATIONAL, INC.
By: _______________________________
Name:
Title:
