UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
SCOTT TECHNOLOGIES, INC.
--------------------------
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
---------------------------------------
(Title of Class of Securities)
810022 30 1
--------------
(CUSIP Number)
Murray A. Indick
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 1998
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
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 1 of 28
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 2 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON STINSON CAPITAL PARTNERS, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3232358
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,343,276**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,343,276**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,343,276**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 3 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 95-6042875
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,343,276**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,343,276**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,343,276**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%**
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON EP
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 4 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,343,276**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,343,276**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,343,276**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 5 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,343,276**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,343,276**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,343,276**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 6 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RCBA GP, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303831
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,343,276**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,343,276**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,343,276**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 7 of 28
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,343,276**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,343,276**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,343,276**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 8 of 28
This Amendment No. 6 amends the Statement on Schedule 13D (the "Schedule 13D")
filed with the Securities and Exchange Commission (the "Commission") on
December 11, 1998 by Stinson Capital Partners, L.P., a California limited
partnership ("Stinson"); the Carpenters Pension Trust for Southern California
(the "Carpenters Trust"); Richard C. Blum & Associates, L.P., a California
limited partnership ("RCBA L.P."); Richard C. Blum & Associates, Inc., a
California corporation ("RCBA Inc."); RCBA GP, L.L.C., a Delaware limited
liability company ("RCBA GP"), and Richard C. Blum, the Chairman and a
substantial shareholder of RCBA Inc. and a managing member of RCBA GP. This
Amendment No. 6 relates to shares of Common Stock, par value $0.10(the "Common
Stock"), of Scott Technologies, Inc. (formerly Figgie International, Inc.), a
Delaware corporation (the "Issuer"). The principal executive office and
mailing address of the Issuer is 5875 Landerbrook Drive, Mayfield Heights,
Ohio 44124. The following amendments to Items 4, 5 and 6 of the Schedule 13D
are hereby made. Unless otherwise defined herein, all capitalized terms shall
have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction
- -------------------------------
Item 4 of the Schedule 13D is hereby amended as follows:
The Reporting Persons have entered into various agreements with the Issuer
attached hereto as Exhibits B, C and D and incorporated by reference herein.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
Item 5 of the Schedule 13D is hereby amended as follows:
(a),(b) According to the Issuer there were 18,170,887 shares of Common Stock
issued and outstanding as of December 15, 1998. Based on such information, the
Reporting Persons report the following direct holdings and corresponding
percentage interests in the Common Stock: (i) RCBA Inc. and RCBA L.P. report
holdings of 708,526 (3.9%) shares of the Common Stock on behalf of the limited
partnerships for which RCBA L.P. serves as the general partner and certain of
RCBA L.P.'s investment advisory clients; (ii) Stinson reports holdings of
859,306 (4.7%) shares of the Common Stock; (iii) Carpenters Trust reports
holdings of 1,136,309 (6.3%) shares of the Common Stock; (iv) RCBA GP reports
holdings of 297,230 (1.6%) shares of the Common Stock on behalf of the limited
partnership for which it serves as the general partner; and (v) Mr. Blum
reports the aggregate of these shares for a total of 3,001,371 (16.5%) shares
of the Common Stock.
In addition, because RCBA L.P. has voting and investment power with respect to
341,905 shares the Common Stock that are legally owned by The Common Fund for
the account of its Equity Fund ("The Common Fund"), those shares are reported
as beneficially owned by RCBA L.P. The Common Fund is principally engaged in
the business of managing investments for educational institutions. The
principal administrative office of The Common Fund is located at 450 Post Road
East, Westport, Connecticut 06881-0909. The Common Fund disclaims membership
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 9 of 28
in a group with any of the Reporting Persons, and disclaims beneficial
ownership of any shares held by the Reporting Persons.
Voting and investment power concerning the above shares are held solely by
RCBA L.P and RCBA GP. The Reporting Persons therefore may be deemed to be
members in a group, in which case each Reporting Person would be deemed to
have beneficial ownership of an aggregate of 3,343,276 shares which is 18.4%
of the outstanding Common Stock. As the sole general partner of RCBA L.P.,
RCBA Inc. is deemed the beneficial owner of the securities over which RCBA
L.P. has voting and investment power. As Chairman and a substantial
shareholder of RCBA Inc., Richard C. Blum might be deemed to be the beneficial
owner of the securities beneficially owned by RCBA Inc. Additionally, Mr.
Blum may be deemed to be the beneficial owner of the securities over which
RCBA GP has voting and investment power. Although Mr. Blum is joining in this
Schedule as a Reporting Person, the filing of this Schedule shall not be
construed as an admission that he, or any of the other shareholders, directors
or executive officers of RCBA Inc., or managing members and members of RCBA
GP, is, for any purpose, the beneficial owner of any of the securities that
are beneficially owned by RCBA Inc. or RCBA GP, except to the extent of any
pecuniary interest therein.
(c), (d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
None of the Reporting Persons or, to the best knowledge of the Reporting
Persons, the other persons named in Item 2, is a party to any contract,
arrangement, understanding or relationship with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, except (i) as previously
disclosed, (ii) as noted above, RCBA L.P. has voting and investment power of
the shares held by it for the benefit of the Common Fund, and (iii) as noted
in Item 4 above, the Reporting Persons have entered into various agreements
with the Issuer attached hereto as Exhibits B, C and D.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Joint Filing Undertaking.
Exhibit B Agreement dated November 6, 1998.
Exhibit C Stockholders Agreement dated as of December 15, 1998.
Exhibit D Registration Rights Agreement dated as of December 16, 1998.
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 10 of 28
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 22, 1998
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Marc T. Scholvinck By /s/ Marc T. Scholvinck
------------------------------- -----------------------------------
Marc T. Scholvinck Marc T. Scholvinck
Managing Director and Managing Director and
Chief Financial Officer Chief Financial Officer
STINSON CAPITAL PARTNERS, L.P. THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
By: Richard C. Blum & Associates
L.P., its general partner By: Richard C. Blum & Associates, L.P.
By: Richard C. Blum & Associates, its investment adviser
Inc., its general partner By: Richard C. Blum & Associates, Inc.
its general partner
By /s/ Marc T. Scholvinck By /s/ Marc T. Scholvinck
------------------------------- -----------------------------------
Marc T. Scholvinck Marc T. Scholvinck
Managing Director and Managing Director and
Chief Financial Officer Chief Financial Officer
RCBA GP, L.L.C. /s/ Marc T. Scholvinck
---------------------------------------
RICHARD C. BLUM
By /s/ Marc T. Scholvinck By Marc T. Scholvinck, Attorney-in-Fact
-------------------------------
Marc T. Scholvinck, Chief
Chief Financial Officer
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 11 of 28
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: December 22, 1998
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Marc T. Scholvinck By /s/ Marc T. Scholvinck
------------------------------- -----------------------------------
Marc T. Scholvinck Marc T. Scholvinck
Managing Director and Managing Director and
Chief Financial Officer Chief Financial Officer
STINSON CAPITAL PARTNERS, L.P. THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
By: Richard C. Blum & Associates
L.P., its general partner By: Richard C. Blum & Associates, L.P.
By: Richard C. Blum & Associates, its investment adviser
Inc., its general partner By: Richard C. Blum & Associates, Inc.
its general partner
By /s/ Marc T. Scholvinck By /s/ Marc T. Scholvinck
------------------------------- -----------------------------------
Marc T. Scholvinck Marc T. Scholvinck
Managing Director and Managing Director and
Chief Financial Officer Chief Financial Officer
RCBA GP, L.L.C. /s/ Marc T. Scholvinck
---------------------------------------
RICHARD C. BLUM
By /s/ Marc T. Scholvinck By Marc T. Scholvinck, Attorney-in-Fact
-------------------------------
Marc T. Scholvinck, Chief
Chief Financial Officer
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 12 of 28
Exhibit B
AGREEMENT
AGREEMENT dated November 6, 1998 among SCOTT TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), and each of the stockholders that have
executed this Agreement below (individually a "Stockholder," and collectively
the "Stockholders").
W I T N E S E T H:
WHEREAS, as of September 23, 1998, the Stockholders were the beneficial
owners of shares of the Company's Class A Common Stock, par value $.10 per
share (the "Class A Common Stock"), and/or Class B Common Stock, par value
$.10 per share (the "Class B Common Stock" and together with the Class A
Common Stock, the "Old Common Stock"), as set forth on Exhibit A attached
hereto; and
WHEREAS, the Board of Directors of the Company (the "Board") has
approved, subject to stockholder approval, an amendment to Article Fourth of
the Company's Amended and Restated Certificate of Incorporation (the
"Charter") to eliminate the dual class structure, and to provide instead for a
single, new class of common stock to be designated as "Common Stock," par
value $.10 per share (the "New Common Stock"); and
WHEREAS, the Board has approved, subject to stockholder approval,
Charter amendments to eliminate the dual class structure and revise Section
(c) of Article Sixth of the Charter to eliminate the "Substantial Stockholder
Provision," which imposes certain voting limitations upon any stockholder who
beneficially owns more than 20% of the outstanding voting shares of any class
of the Company's stock; and
WHEREAS, the Board has approved, subject to stockholder approval of the
Charter amendments mentioned above, the terms of a stockholder rights
agreement (the "Rights Agreement") which has the effect of excluding certain
shares owned by the Stockholders (the "Exclusion") on the condition that the
Stockholders enter into, and abide by the terms of, this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the Company and each of the Stockholders agree as follows:
1. DEFINITIONS. All terms used and not defined herein shall have the
definitions provided under the federal securities laws and the rules
promulgated thereunder.
2. COMPANY SECURITIES. Each of the Stockholders represents and agrees
that Exhibit A attached hereto accurately and completely sets forth as of
September 23, 1998 the number of shares of Class A Common Stock and/or Class B
Common Stock owned beneficially by any such Stockholder. No Stockholder owns
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 13 of 28
beneficially any securities of the Company other than those set forth on
Exhibit A for such Stockholder.
3. RESTRICTIONS ON CERTAIN ACTIONS. None of the Stockholders, without
the prior written consent of the Board, shall:
(a) solicit or permit any person over whom or which such
Stockholder has control (a "Controlled Person") to solicit, or encourage or
assist any Associate, partner or Affiliate of such Stockholder to solicit,
proxies with respect to any shares of New Common Stock or other securities of
the Company entitled to vote generally for the election of directors or
otherwise ("Voting Securities") or become a "participant," or permit any
Controlled Person, or encourage or assist any Associate, partner or Affiliate
of such Stockholder to become a "participant," in any "election contest" (as
such terms are used in Rule 14a-11 of Regulation 14A under the Act) relating
to the election or removal of directors of the Company;
(b) deposit, or permit any Controlled Person or encourage or assist
any associate, partner or affiliate of such Stockholder to deposit, any Voting
Securities in a voting trust or similar arrangement, or subject, or permit any
Controlled Person or encourage or assist any associate, partner or affiliate
of such Stockholder to subject, any Voting Securities to a voting or similar
agreement;
(c) take any action alone or in concert with any other person to
acquire or affect the control of the Company or, directly or indirectly,
participate in, or encourage the formation of, any group seeking to obtain or
take control of the Company; and
(d) for so long as the Stockholder has a designee on the Board,
sell or purchase any securities of the Company without fully complying with
the Company's insider trading policies and procedures.
A Controlling Person, a Stockholder, and a Stockholder's designee on the
Board, shall not be precluded by this Section 3 from acting in such person's
capacity as a Board member.
4. COMPANY COVENANT. The Company covenants that, for so long as this
Agreement is in effect and the Stockholders abide by its terms, the Company
will not amend the Rights Agreement to alter or delete the Exclusion and will
include the Exclusion in each five-year renewal of the Rights Agreement,
unless otherwise approved by the Stockholders.
5. SPECIFIC ENFORCEMENT. Each of the Stockholders acknowledges and
agrees that the Company would be irreparably damaged in the event that any of
the provisions of this Agreement were not performed by any of the Stockholders
in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the Company shall be entitled to seek an injunction or
injunctions to prevent breaches of such provisions and to specifically enforce
such provisions in any action instituted in any court of the United States or
any state thereof having subject matter jurisdiction, in addition to any other
remedy to which the Company may be entitled, at law or in equity. Each of the
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 14 of 28
Stockholders consents to personal jurisdiction in any such action brought
within the States of Ohio or Delaware in a United States District Court or in
any state court having subject matter jurisdiction, and to service of process
upon it in the manner set forth in paragraph 8(f) hereof.
6. AUTHORITY. Each party to this Agreement represents that (i) it has
the authority, and has taken all action necessary, to execute and deliver this
Agreement and carry out its obligations set forth herein, and (ii) this
Agreement has been duly executed and delivered by it, and assuming due
authorization, execution and delivery by the other parties, constitutes a
valid and binding obligation of such party.
7. EFFECTIVENESS. This Agreement shall become effective upon the
Effective Date (as defined in the Rights Agreement) of the Rights Agreement
and shall remain in effect for such time as the Stockholders own beneficially
more than five percent of the Company's Voting Securities.
8. MISCELLANEOUS.
(a) SEVERABILITY. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any
of such which may be hereafter declared invalid, void or unenforceable.
(b) EXPENSES. Each party hereto shall pay its own expenses
incurred in connection with this Agreement.
(c) SUCCESSORS AND ASSIGNS. No party shall assign his or its
rights hereunder, without the prior written consent of all parties hereto.
This Agreement shall be binding upon and shall inure to the benefit of and be
enforceable by the successors and assigns of the parties hereto.
(d) SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND AGREEMENTS. All
representations, warranties, covenants and agreements made herein shall
survive the execution and delivery of this Agreement without limitation as to
time.
(e) AMENDMENTS. 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.
(f) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given if given) by delivery, by cable, facsimile
transmission, telegram or telex, or by mail (registered or certified mail,
postage prepaid, return receipt requested) to the respective parties at their
addresses set forth below on the signature pages hereof or to such other
address as any party may have furnished to the other parties in writing in
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 15 of 28
accordance herewith, except that notices of change of address shall only be
effective upon receipt.
(g) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the substantive law of the State of Delaware
without giving effect to the principles of conflict of laws thereof.
(h) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first above written.
Addresses: Parties:
Scott Technologies, Inc. SCOTT TECHNOLOGIES, INC.
5875 Landerbrook Drive, Suite 250
Mayfield Heights, Ohio 44124
By: /s/ Debra L. Kackley
-----------------------------
Name: Debra L. Kackley
Title: Vice President
General Counsel and Secretary
Richard C. Blum & Associates RICHARD C. BLUM & ASSOCIATES, L.P.
909 Montgomery Street
Suite 400
San Francisco, CA 94133 By: /s/ Richard C. Blum
-----------------------------
Name: Richard C. Blum
Title: President
RICHARD C. BLUM & ASSOCIATES, Inc.
By: /s/ Richard C. Blum
-----------------------------
Name: Richard C. Blum
Title: President and Chairman
RICHARD C. BLUM
By: /s/ Richard C. Blum
-----------------------------
Name: Richard C. Blum
Title:
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 16 of 28
EXHIBIT A
BENEFICIAL OWNERSHIP OF OLD COMMON STOCK AS OF SEPTEMBER 23, 1998
NAME CLASS A COMMON STOCK CLASS B COMMON STOCK
Richard C. Blum 1,184,213 1,503,333
& Associates, L.P.
Richard C. Blum 1,184,213 1,503,333
& Associates, Inc.
Richard C. Blum 1,184,213 1,503,333
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 17 of 28
Exhibit C
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT (the "Agreement') dated as of December 15,
1998 between Scott Technologies, Inc. a Delaware corporation (the "Company")
and RCBA Strategic Partners, L.P., a Delaware limited partnership (the
"Stockholder").
WHEREAS, the Stockholder and its affiliates are the largest
shareholder of the Company; and
WHEREAS, N. Colin Lind and Jeffrey W. Ubben are Managing Members of
the Stockholder;
NOW, THEREFORE, in consideration of the covenants and agreements
set forth herein, the parties hereto agree as follows:
1. Appointment of N. Colin Lind as Director. The Stockholder
shall designate N. Colin Lind as its representative on the Board of Directors
of the Company ("Board"), and the Company shall appoint Mr. Lind to the Board.
2. Nomination of N. Colin Lind as Director. The Company shall,
for so long as the Stockholder and its Affiliates (as defined below) own or
control at least 8% of the outstanding shares of common stock of the Company,
use its best efforts to ensure that, following any vote for the election of
directors of the Company at a stockholders' meeting or otherwise, N. Colin
Lind, or, if he is not available, Jeffrey W. Ubben, a managing member of the
Stockholder, is a member of the Board. "Affiliate" means a person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the person specified. The
term "control" means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.
Notwithstanding the foregoing, the Company shall have the right to terminate
its obligations under this Section 2 at any time beginning one year after the
effective date of this Agreement.
3. Observer Rights for Jeffrey W. Ubben. The Company shall, for
so long as the Stockholder and its Affiliates (as defined above) own or
control at least 5% of the outstanding shares of common stock of the Company,
permit Jeffrey W. Ubben to attend and observe meetings of the Board, and Mr.
Ubben shall receive all written information provided by the Company to the
Board. Unless he becomes a Director, Mr. Ubben shall have no right to vote on
any matter presented to the Board, but Mr. Ubben shall have the right to
examine books and records of the Company and the right to review and
participate in all discussions of the Board including, without limitation,
capital or equity programs. Notwithstanding the foregoing, the Company shall
have the right to terminate its obligations under this Section 3 at any time
beginning one year after the effective date of this Agreement.
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 18 of 28
4. Amendment. This Agreement may be altered or amended only with
the written consent of the parties hereto.
5. Assignment. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors of the
parties hereto, and this Agreement may not be assigned by any party without
the prior written consent of the other party.
6. Notices. Any and all communications provided for herein shall
be given in writing and deemed received when delivered by overnight courier or
hand delivery, or when sent by facsimile transmission which shall be
addressed, or sent, as follows:
If to the Company, to it at:
Scott Technologies, Inc.
5875 Landerbrook Drive, Suite 250
Mayfield Heights, Ohio 44124
Attention: Debbie Kackley, Esq.
Telecopier: 440-442-7307
If to the Stockholder, to it at:
RCBA Strategic Partners, L.P.
c/o Richard C. Blum & Associates, L.P.
909 Montgomery Street,
Suite 400
San Francisco, California 94133
Attention: Murray A. Indick, Esq.
Telecopier: 415-434-3130
7. Counterparts. This Agreement may be executed in one or more
counterparts, and each counterpart shall be deemed to be an original and which
counterparts together shall constitute one and the same agreement of the
parties hereto.
8. Choice of Law. This Agreement shall be governed by the laws of
the State of California, without regard to principles of conflict of laws.
9. Entire Agreement. This Agreement contains the entire
understanding of the parties hereto respecting the subject matter hereof and
supersedes any prior agreements, discussions, and understanding with respect
to such subject matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 19 of 28
SCOTT TECHNOLOGIES, INC.
By: /s/ Glen W. Lindemann
--------------------------------------
Its: President and Chief Executive Officer
RCBA STRATEGIC PARTNERS, L.P.
By: RCBA GP, L.L.C.
Its General Partner
By: /s/ N. Colin Lind
--------------------------------------
A Managing Member
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 20 of 28
Exhibit D
SCOTT TECHNOLOGIES, INC.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is made as of December 16, 1998 by
and among Scott Technologies, Inc., a Delaware corporation (the "Company"),
and Richard C. Blum & Associates, L.P. ("Blum") on behalf of itself and its
affiliates.
WHEREAS, Blum has offered to refrain from selling, transferring or
otherwise disposing of any of the shares (the "Shares") of common stock, par
value, $0.10 per share, of the Company (the "Common Stock") that it
beneficially owns as of the date hereof, or any additional shares of Common
Stock it beneficially owns after this date, until after May 11, 2000, with
certain exceptions, if the Company agrees to register the Shares and such
additional shares (the "Registrable Securities") under the Securities Act of
1933, as amended (the "Securities Act"); and
WHEREAS, the Company is willing to provide the registration rights set
forth in this Agreement in exchange for the various agreements provided herein
by Blum in connection with Blum's sale, transfer or other disposition of the
Shares.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Demand Registration.
a. Requests for Registration. At any time after May 11, 2000, Blum
may demand registration under the Securities Act (the "Demand Registration")
for an underwritten offering of all or any portion of the Registrable
Securities by sending written notice of the demand to the Company. Such
notice shall specify the number of the Registrable Securities sought to be
registered. The Company will then use its best efforts to file with the
Securities and Exchange Commission (the "SEC"), at the earliest possible date
but no later than 90 days following such a demand, the registration statement
for the Demand Registration (the "Demand Registration Statement"). Blum shall
have the right to two Demand Registration Statements.
b. Registration of Other Securities. Whenever the Company shall
effect a Demand Registration Statement, no shares of Common Stock owned by
other stockholders of the Company ("Other Stockholders") other than the
Registrable Securities shall be included among the shares of Common Stock
covered by such registration statement unless Blum shall have consented in
writing to the inclusion of such other shares of Common Stock.
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 21 of 28
c. Expenses. Except as provided below, Blum will pay all of the
expenses relating to (i) the preparation, filing and distribution of the
registration statement, including the filing fees, printing expenses,
messenger and delivery expenses, fees and disbursements of counsel for the
Company and for Blum and fees and expenses of the independent certified
accountants relating to the preparation of the Demand Registration Statement,
but excluding the salary costs and expenses of employees of the Company who
participate in the preparation of the registration statement, and (ii) the
sale of the Registrable Securities, including commissions, discounts and
expenses of the underwriters, but excluding the costs incurred by the Company
in connection with the participation of the Company's employees in the road
show for the offering and sale of the Registrable Securities. The Company
will pay any expenses otherwise payable by Blum and included in (i) above to
the extent such expenses exceed $500,000 with respect to the first Demand
Registration Statement prepared by the Company pursuant to Section 1.a. hereof
and $250,000 with respect to the second Demand Registration Statement. If
shares of Common Stock to be sold by the Company or Other Stockholders are
included in the Demand Registration Statement, the Company or the Other
Stockholders will pay their pro rata share, in proportion to the number of
shares of Common Stock they have included in the Demand Registration
Statement, of the expenses otherwise payable by Blum and included in (i)
above, and the maximum amount of expenses included in (i) above that Blum will
pay in connection with the Demand Registration Statement will be reduced on a
basis proportional to the amount of securities being registered for the
Company and such Other Stockholders. The Company and any Other Stockholders
will pay the commissions, discounts and expenses of the underwriters relating
to their respective sales of shares of Common Stock registered on the Demand
Registration Statement, if any.
d. Priority on Demand Registration. If the managing underwriters
advise the Company that in their good faith opinion the number of the
Registrable Securities and other shares of Common Stock requested to be
included in the Demand Registration Statement exceeds the number that can be
sold in such offering, the Company will include in such Demand Registration
Statement (i) first, the Registrable Securities requested to be included in
such Demand Registration Statement, (ii) second, assuming Blum has consented
in writing to their inclusion in such Demand Registration Statement, any
shares of Common Stock that the Company desires to include on its own behalf
and (iii) third, assuming Blum has consented in writing to their inclusion,
any shares of Common Stock beneficially owned by the Other Stockholders, pro
rata on the basis of the number of shares of Common Stock that the Other
Stockholders wanted to register.
e. Incomplete Offering relating to Demand Registration. A Demand
Registration Statement shall not be considered to be one of Blum's two Demand
Registration Statements under Section 1.a. and the Company shall pay the
expenses relating to such Demand Registration Statement if the Company
discontinues the registration process pursuant to Section 4.a. hereof or the
underwriters discontinue the registration process at the request of the
Company. A Demand Registration Statement shall be considered to be one of
Blum's two Demand Registration Statements and Blum shall pay the expenses
relating to such Demand Registration Statement in accordance with Section 1.c.
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 22 of 28
above if Blum determines not to complete the offering of any or all of the
Registrable Securities covered by the Demand Registration Statement. A Demand
Registration Statement shall not be considered to be one of Blum's two Demand
Registration Statements under Section 1.a. and Blum shall pay the expenses
relating to such Demand Registration Statement if the offering registered on
the Demand Registration Statement is not completed because the underwriters
(i) determine not to continue with the offering because of (A) governmental
restrictions, not in force and effect on the date the offering process was
commenced, imposed upon trading in securities, the suspension of trading in
securities generally on any exchange or in the over-the-counter market by the
NASD or the declaration of a banking moratorium by federal or state
authorities; (B) political or general economic or financial conditions; or (C)
the outbreak or escalation of hostilities or any other insurrection or armed
conflict or the declaration of a national emergency in the United States or
(ii) terminate their obligations under an underwriting agreement executed with
the Company and Blum in accordance with the terms of such underwriting
agreement. A Demand Registration Statement shall be considered to be one of
Blum's two Demand Registration Statements and Blum shall pay the expenses
relating to such Demand Registration Statement in all other situations when
the offering registered on the Demand Registration Statement is not completed.
f. Selection of Underwriters. The Company shall have the right to
select the investment banker(s) and manager(s) for the Demand Registration
Statement and make the other decisions regarding the underwriting arrangements
for the offering covered by the Demand Registration Statement subject to the
reasonable concurrence of Blum.
2. Piggyback Registrations.
a. Right to Piggyback. If at any time after May 11, 2000 the
Company proposes to register any of its shares of Common Stock under the
Securities Act for an underwritten offering, whether or not for sale for its
own account, and the registration form to be used may be used for the
registration of the Registrable Securities (a "Piggyback Registration"), the
Company will give prompt written notice to Blum of such registration. Upon
the written request of Blum (given within 20 business days after Blum's
receipt of the Company's notice of the proposed registration), the Company
will use its best efforts to include in the registration statement for such
Piggyback Registration (the "Piggyback Registration Statement"), subject to
the allocation provisions below, all Registrable Securities with respect to
which the Company has received a written request for inclusion.
b. Piggyback Expenses. In all Piggyback Registrations, the Company
shall pay all of the expenses relating to the preparation of the Piggyback
Registration and the offering of the shares of Common Stock (except to the
extent otherwise agreed with Other Stockholders), and the Company shall pay
the commissions, discounts and expenses of the underwriters related to the
offering of the shares of Common Stock by the Company, but will not pay the
commissions, discounts and expenses of the underwriters related to the
offering of the shares of Common Stock by Blum and the Other Stockholders
registered on the Piggyback Registration Statement.
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 23 of 28
c. Priority. If the managing underwriters for the Piggyback
Registration advise the Company that in their good faith opinion the number of
shares of Common Stock requested to be included in such Piggyback Registration
exceeds the number that can be sold in such offering, the Company will
allocate the shares of Common Stock to be included as follows: first, any
shares of Common Stock that the Company proposes to sell on its own behalf;
second, Registrable Securities requested to be included in such Piggyback
Registration Statement; and third, shares of Common Stock beneficially owned
by any Other Stockholders of the Company, pro rata on the basis of the number
of shares of Common Stock that the Other Stockholders wanted to register.
d. Selection of Underwriters. The Company shall have the right to
select the investment banker(s) and manager(s) for the Piggyback Registration
and to make the other decisions regarding the underwriting arrangements for
the offering covered by the Piggyback Registration Statement. Notwithstanding
the foregoing, the managing underwriter shall be reasonably acceptable to Blum
if Registrable Securities of Blum are included on the Piggyback Registration
Statement.
e. Impact on Demand Registration. Blum's exercise of this right to
a Piggyback Registration will have no impact on Blum's rights to a Demand
Registration.
3. Holdback Agreements.
Blum shall not effect any public sale or distribution of shares of
Common Stock, regardless of when or how such shares of Common Stock were
acquired by Blum, or any securities convertible into or exchangeable or
exercisable for such securities, until after May 11, 2000, unless, in the
opinion of counsel to Blum, such public sale or distribution is required by
Blum's fiduciary duties (or any contractual duties in existence as of the date
hereof) to the beneficial owners of such shares and such public sale or
distribution is effected in accordance with the provisions of Rule 144.
Subsequent to such date and until such time as Blum beneficially owns less
than ten percent of the outstanding shares of the Common Stock, Blum shall not
effect any public sale or distribution of shares of Common Stock other than
through the Demand Registration or the Piggyback Registration pursuant to this
Agreement, or unless, in the opinion of counsel to Blum, such public sale or
distribution is required by Blum's fiduciary duties (or any contractual duties
in existence as of the date hereof) to the beneficial owners of such shares
and such public sale or distribution is effected in accordance with the
provisions of Rule 144. Blum shall effect any sales of shares of Common Stock
once it beneficially owns less than ten percent of the outstanding shares of
Common Stock in accordance with the provisions of Rule 144 if Blum has a
designee on the Board of Directors of the Company or is otherwise considered
to be an affiliate of the Company under the Securities Act.
4. Registration Procedures.
Whenever the holders of Registrable Securities have requested that any
Registrable Securities be registered pursuant to Section 1 or 2 of this
Agreement, the Company will, as expeditiously as possible:
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 24 of 28
a. prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective and to remain effective until the
closing of the underwritten offering, which shall be within five business days
after the registration statement is declared effective; provided, however,
that the Company may discontinue any effort to prepare the registration
statement or cause the registration statement to be declared effective if
either such action, in the reasonable opinion of the Company, would adversely
affect any financing, acquisition, corporate reorganization or other material
transaction in which the Company was engaged or planned to engage;
b. provide to Blum before filing a registration statement or
prospectus or any amendments or supplements thereto draft copies (that are
subject to change) of all such documents proposed to be filed at least two
weeks prior to their filing and will give reasonable consideration in good
faith to any comments of Blum or its counsel;
c. furnish to Blum such number of copies of such registration
statement and any amendment or supplement thereto and the prospectus included
in such registration statement (including each preliminary prospectus), and
such other documents as Blum may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by Blum;
d. use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions
as the managing underwriter(s) or Blum may reasonably request;
e. enter into such customary agreements (including an underwriting
agreement in customary form) and take such other customary actions as may be
reasonably necessary to expedite or facilitate the disposition of such
Registrable Securities;
f. permit Blum to participate in the negotiation of the underwriting
agreement and to negotiate the pricing terms in connection with a Demand
Registration Statement and to remove the Registrable Securities from a
Piggyback Registration Statement based upon the pricing terms;
g. obtain a "comfort" letter addressed to the Company from its
independent public accountants in customary form and covering such matters of
the type customarily covered by "comfort' letters and provide a copy of such
letter to Blum;
h. provide to Blum a copy of any opinion of counsel required by the
underwriters; and
i. make available for inspection by Blum, any underwriter
participating in any disposition pursuant to such registration statement, and
any attorney, accountant or other agent retained by Blum or such underwriter,
all financial and other records and pertinent corporate documents of the
Company, and cause the Company's officers, directors and employees to supply
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 25 of 28
all information reasonably requested by Blum or any such underwriter,
attorney, accountant or agent in connection with such registration statement.
5. Indemnification.
a. The Company hereby indemnifies, to the extent permitted by law,
Blum and its officers and directors, and each person who controls Blum (within
the meaning of the Securities Act), against all losses, claims, damages,
liabilities and expenses arising out of or resulting from any untrue or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading except insofar as the
same are caused by or contained in any information furnished in writing to the
Company by Blum expressly for use therein or by Blum's failure to deliver a
copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished Blum with a sufficient
number of copies of the same.
b. In connection with any registration statement in which Blum is
participating, Blum will furnish to the Company in writing such information as
is reasonably requested by the Company for use in any such registration
statement or prospectus and will indemnify, to the extent permitted by law,
the Company, its directors and officers and each person who controls the
Company (within the meaning of the 1933 Act) against any losses, claims,
damages, liabilities and expenses resulting from any untrue or alleged untrue
statement of material fact or any omission or alleged omission of a material
fact required to be stated in the registration statement or prospectus or any
amendment thereof or supplement thereto or necessary to make the statements
therein not misleading, but only to the extent that such untrue statement or
omission is contained in information so furnished in writing by Blum
specifically for use in preparing the registration statement. Notwithstanding
the foregoing, the liability of Blum under this Section 5(b) shall be limited
to an amount equal to the net proceeds actually received by Blum from the sale
of Registrable Securities covered by the registration statement.
c. Any person entitled to indemnification hereunder will (i) give
prompt notice to the indemnifying party of any claim with respect to which it
seeks indemnification and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party
to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party
will not be subject to any liability for any settlement made without its
consent (but such consent will not be unreasonably withheld). An indemnifying
party who is not entitled, or elects not, to assume the defense of a claim
will not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 26 of 28
6. Other Agreements of Blum.
a. Blum agrees that the Company shall have the right to purchase the
Registrable Securities rather than file, upon Blum's request, a Demand
Registration Statement, if, within 20 business days after receipt of Blum's
notice delivered pursuant to Section 1.a. above, the Company notifies Blum by
written notice of its intent to purchase all of the Registrable Securities
that Blum wants to register on the Demand Registration Statement. The
purchase price to be paid by the Company for each Registrable Security shall
be the average of the average of the high and low bid prices for the shares of
Common Stock for each of the 20 business days prior to the date of receipt by
Blum of the Company's notice pursuant to this Section 6.a., reduced by the
amount of commissions, discounts and expenses of underwriters that Blum would
have paid in connection with an underwritten sale and an amount equal to
$500,000, if the purchase is in lieu of the first Demand Registration, or
$250,000, if the purchase is in lieu of the second Demand Registration.
b. Blum agrees to enter into an agreement with underwriters in
connection with any public offering by the Company of shares of Common Stock
or of securities convertible or exchangeable into shares of Common Stock or
any public offering in a Demand Registration or a Piggy-back Registration in
which Blum agrees not to sell, transfer or otherwise dispose of any of the
shares of Common Stock beneficially owned by Blum for the period of time
requested by the underwriters.
c. Blum agrees to provide to the Company all information required to
be disclosed in the Demand Registration or Piggyback Registration by Item 507
of Regulation S-K (or any successor item) and to enter into such customary
agreements (including an underwriting agreement in customary form) and take
such other customary actions as may be reasonably necessary to expedite or
facilitate the disposition of such Registrable Securities.
7. Termination. The rights and obligations of the parties to this
Agreement shall terminate at such time as Blum shall beneficially own less
than 5% of the shares of Common Stock.
8. Miscellaneous.
a. Notices. Any notices required hereunder shall be deemed to be
given upon the date when received when the notice is sent by certified or
registered mail to the address of the Company's corporate headquarters in the
case of any notice to the Company and, until changed by notice to the Company,
the address of Blum on file with the Company in the case of any notice to
Blum.
b. Amendments and Waivers. The provisions of this Agreement may be
amended or terminated and the Company may take any action herein prohibited,
or omit to perform any act herein required to be performed by it, if approved
in writing by Blum.
c. Binding Effect. This Agreement will bind and inure to the
benefit of the respective successors (including any successor resulting from a
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 27 of 28
merger or similar reorganization), assigns, heirs and personal representatives
of the parties hereto. Without limiting the generality of the foregoing, in
addition, if Blum liquidates or reorganizes such that its assets are
transferred to its own partners or to another entity, such partners or entity
shall succeed to all of the rights of Blum hereunder. This Agreement shall be
binding upon a party hereto upon its execution and delivery of a copy hereof.
d. Governing Law. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the internal
law, not the law of conflicts, of Delaware.
e. Counterparts. This Agreement may be executed in counterparts,
each of which shall be considered to be an original instrument and to be
effective as of the date first written above and all of which taken together
shall constitute one and the same instrument.
f. Interpretation. Unless the context of this Agreement clearly
requires otherwise, (i) references to the plural include the singular, the
singular the plural, the part the whole, (ii)references to one gender include
all genders and (iii) "including" has the inclusive meaning frequently
identified with the phrase "but not limited to." The section and other
headings contained in this Agreement are for reference purposes only and shall
not control or affect the construction of this Agreement or the interpretation
thereof in any respect.
g. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or enforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any
way impaired thereby, it being intended that all of the rights and privileges
of Blum shall be enforceable to the fullest extent permitted by the law.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
SCOTT TECHNOLOGIES, INC.
By: /s/ Glen W. Lindemann
-------------------------------
Name: Glen W. Lindemann
Title: President and Chief Executive
Officer
CUSIP NO. 810022 30 1 SCHEDULE 13D Page 28 of 28
RICHARD C. BLUM & ASSOCIATES, L.P.
By: Richard C. Blum & Associates, Inc.
Its General Partner
By: /s/ N. Colin Lind
-------------------------------
Name: N. Colin Lind
Title: Managing Director
