UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SCOTT TECHNOLOGIES, INC.
--------------------------
(Name of Issuer)
Class A Common Stock, Par Value $.10 Per Share
Class B Common Stock, Par Value $.10 Per Share
----------------------------------------------
(Title of Class of Securities)
Class A Common Stock - 810022103
Class B Common Stock - 810022202
--------------------------------
(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)
November 16, 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 17
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 2 of 17
- ------------------------------------------------------------------------------
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 Class A Common Stock 1,184,213**
BENEFICIALLY Class B Common Stock 1,503,333**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 8.9%**
Class B Common Stock 33.0%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 3 of 17
- ------------------------------------------------------------------------------
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 Class A Common Stock 1,184,213**
BENEFICIALLY Class B Common Stock 1,503,333**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 8.9%**
Class B Common Stock 33.0%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON EP
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 4 of 17
- ------------------------------------------------------------------------------
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 Class A Common Stock 1,184,213**
BENEFICIALLY Class B Common Stock 1,503,333**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 8.9%**
Class B Common Stock 33.0%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 5 of 17
- ------------------------------------------------------------------------------
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 Class A Common Stock 1,184,213**
BENEFICIALLY Class B Common Stock 1,503,333**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 8.9%**
Class B Common Stock 33.0%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 6 of 17
- ------------------------------------------------------------------------------
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 Class A Common Stock 1,184,213**
BENEFICIALLY Class B Common Stock 1,503,333**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 8.9%**
Class B Common Stock 33.0%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 7 of 17
- ------------------------------------------------------------------------------
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 Class A Common Stock 1,184,213**
BENEFICIALLY Class B Common Stock 1,503,333**
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Common Stock 1,184,213**
Class B Common Stock 1,503,333**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A Common Stock 8.9%**
Class B Common Stock 33.0%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 8 of 17
This Amendment No. 3 amends the Statement on Schedule 13D (the "Schedule 13D")
filed with the Securities and Exchange Commission (the "Commission") on June
16, 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."); and Richard C. Blum, the Chairman and a substantial
shareholder of RCBA Inc. (collectively, and together with RCBA-Strategic
Partners, L.P. and RCBA GP, L.L.C., the "Reporting Persons"). This Schedule
13D relates to shares of Class A Common Stock, par value $0.10 and shares of
Class B Common Stock, par value $0.10 (collectively, 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.
This amendment to the Schedule 13D is being made because the Reporting
Persons, as previously described in the Schedule 13D, now include an
affiliated entity, RCBA GP, L.L.C. ("RCBA GP"), as defined below, and the
limited partnership for which RCBA GP is the sole general partner which has
entered into an agreement to purchase shares of the Class A Common Stock as
described in Item 4 below. The following amendments to Items 2, 3, 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 2. Identity and Background
- --------------------------------
Item 2 of the Schedule 13D is hereby amended to include the following
additional information with respect to RCBA GP.
RCBA GP is a Delaware limited liability company whose principal business is
acting as the sole general partner for a limited partnership that has entered
into a Stock Purchase Agreement to purchase shares of the Class A Common
Stock.
Its principal office is located at 909 Montgomery Street, Suite 400, San
Francisco, CA 94133. The names of the Managing Members and Members of RCBA
GP, their addresses, citizenship and principal occupation are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President
Managing Member Suite 400 RCBA L.P.
San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Director
Managing Member Suite 400 RCBA L.P.
San Francisco, CA 94133
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 9 of 17
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director
Managing Member Suite 400 of Investments,
San Francisco, CA 94133 RCBA L.P.
William C. Johnston 909 Montgomery St. USA Managing Director
Managing Member Suite 400 of Investments,
San Francisco, CA 94133 RCBA, L.P.
John C. Walker 909 Montgomery St. USA Managing Director
Member Suite 400 of Investments,
San Francisco, CA 94133 RCBA L.P.
Murray A. Indick 909 Montgomery St. USA Managing Director
Member Suite 400 and General Counsel,
San Francisco, CA 94133 RCBA L.P.
George F. Hamel, Jr. 909 Montgomery St. USA Managing Director
Member Suite 400 of Marketing,
San Francisco, CA 94133 RCBA L.P.
Marc T. Scholvinck 909 Montgomery St. USA Managing Director
Member Suite 400 and Chief Financial
San Francisco, CA 94133 Officer, RCBA, L.P.
G. Ben Glass 909 Montgomery St. USA Vice President
Member Suite 400 Investments,
San Francisco, CA 94133 RCBA L.P.
To the best knowledge of the Reporting Persons, none of the entities or
persons identified in this Item 2 has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
Item 3 of the Schedule 13D is hereby amended to add the following information:
The source of funds for the purchases of securities described in Item 4 below,
will be the working capital of the limited partnership for which RCBA GP is
the sole general partner.
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 10 of 17
Item 4. Purpose of Transaction
- -------------------------------
Item 4 of the Schedule 13D is hereby amended to add the following additional
information:
Pursuant to a Stock Purchase Agreement (the "Agreement") dated as of November
16, 1998 (attached hereto as Exhibit B and incorporated by reference herein),
the limited partnership for which RCBA GP serves as the general partner has
agreed to buy 274,430 shares of Class A Common Stock (the "Shares") from John
P. Reilly (the "Seller"). The transaction is expected to settle on November
24, 1998. The purchase price will be $14.8125 net per Share for a total
purchase price of $4,064,994.38. The purchaser has the right, in its sole and
absolute discretion, to assign its rights and obligations under the Agreement
to any of its affiliates. The provisions of the Agreement are described in
detail in Exhibit B.
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's most recent Proxy Statement, dated November
10, 1998, there were 13,321,065 shares of Class A Common Stock and 4,549,822
shares of Class B Common Stock issued and outstanding as of October 30, 1998.
Based on such information, the Reporting Persons report the following direct
holdings and corresponding percentage interests in the Common Stock: Stinson,
356,206 (2.6%) shares Class A Common Stock and 402,400 (8.5%) shares of Class
B Common Stock; Carpenters Trust, 385,982 (2.8%) shares of Class A Common
Stock and 588,927 (12.5%) shares of Class B Common Stock; and, 271,455 (2.0%)
shares of Class A Common Stock and 356,571 (7.6%) shares of Class B Common
Stock owned by certain of RCBA, L.P.'s other limited partnerships and
investment advisory clients. RCBA GP and the partnership for which it serves
as the general partner currently hold no shares of the Class A Common Stock or
the Class B Common Stock.
In addition, because RCBA L.P. has voting and investment power with respect to
170,570 shares of Class A Common Stock and 155,435 shares of Class B 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 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 1,184,213 shares of Class A
Common Stock and 1,503,333 shares of Class B Common Stock, which is 8.9% and
33.0%, respectively, of the outstanding Common Stock. As the sole general
partner of RCBA L.P., RCBA Inc. is deemed the beneficial owner of the
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 11 of 17
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
above, the limited partnership for which RCBA GP serves as the general partner
entered into an agreement as of November 16, 1998 to purchase shares of Class
A Common Stock.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Joint Filing Undertaking.
Exhibit B Stock Purchase Agreement, dated as of November 16, 1998.
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 12 of 17
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: November 20, 1998
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
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/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
RCBA GP, L.L.C. /s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By /s/ Murray A. Indick By Murray A. Indick, Attorney-in-Fact
-------------------------------
Murray A. Indick, Member
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 13 of 17
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: November 20, 1998
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
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/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
RCBA GP, L.L.C. /s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By /s/ Murray A. Indick By Murray A. Indick, Attorney-in-Fact
-------------------------------
Murray A. Indick, Member
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 14 of 17
Exhibit B
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is entered into as of
November 16, 1998 by and between John P. Reilly ("Seller") and RCBA Strategic
Partners, L.P., a Delaware limited partnership ("Buyer").
BACKGROUND
A. The Seller is, or will be, at the settlement date through the
exercise of options, the owner of a total of 274,430 shares of Class A Common
Stock (the "Shares") of Scott Technologies, Inc., a Delaware corporation.
B. The Seller desires to sell, and the Buyer desires to purchase, all of
the Shares upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Basic Transaction.
(a) Purchase of Shares. Pursuant to the terms and conditions set
forth below, Seller shall sell to Buyer, and Buyer shall purchase from Seller,
274,430 Shares.
(b) Purchase Price. The purchase price is $14.8125 net per Share,
for a total purchase price of $4,064,994.38 for the 274,430 Shares.
2. Conditions; Closing.
(a) Buyer's Conditions. The Buyer's obligations under this
Agreement are conditioned upon all of the Shares being sold to the Buyer.
(b) Settlement Date. The settlement date shall be November 24,
1998 for the transfer of all Shares. In exchange for the Seller's good
delivery of 20,582 shares being transferred on the settlement date, the Buyer
will wire transfer immediately available funds into the Seller's account the
amount of $304,870.87. Seller shall provide wire transfer instructions to
Buyer. In addition, in exchange for the Seller's good delivery of 253,848
shares being transferred on the settlement date, the Buyer will deliver to
Scott Technologies, Inc. two (2) cashier's checks in the amounts of $1,650,012
and $2,110,111.50, respectively, payable to Seller.
3. Representations of Seller. Seller hereby represents, warrants and
covenants to Buyer that:
(a) Ownership. Seller owns or will own his Shares free and clear
of any pledge, lien, charge, claim, security interest or other encumbrance of
any kind, nature or description. Seller's Shares are or will be validly
issued, fully paid and non-assessable.
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 15 of 17
(b) Authority and Compliance. Seller has full power and authority
to transfer his Shares and has complied with or will comply with all legal
requirements, if any, in connection with the sale of his Shares. Such
transfer will not violate the rights of any third party.
(c) No Restrictions. The Shares being transferred by Seller are
either free of any transfer restrictions applicable to Seller or, if there are
any transfer restrictions, Seller has received assurances from the Company
that such restrictions will not prevent the transfer of such Shares pursuant
to the terms set forth in this Agreement.
4. Representations of Buyer. Buyer hereby represents, warrants and
covenants to Seller that:
(a) Accredited. Buyer is an accredited investor as defined in
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act").
(b) Investment Intent. The Shares being acquired by Buyer are
being acquired for investment for Buyer's own account, and not with a view to
a distribution of any part thereof.
(c) Transfer. Buyer understands that it must bear the economic
risk of this investment in the Shares for an indefinite period of time because
the sale to Buyer of Shares has not been registered under the Securities Act,
and such Shares cannot be transferred by Buyer unless such transfer is
registered under the Act or an exemption from such registration is available.
(d) Authority and Compliance. Buyer has full power and authority
to purchase the Shares and has complied with or will comply with all legal
requirements, if any, in connection with the purchase of its Shares.
5. Miscellaneous.
(a) Further Action. Each party agrees to use 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 to consummate and make effective the
transactions contemplated by this Agreement.
(b) Entire Agreement; Successors and Assigns. This Agreement
constitutes the entire understanding among the parties with regard to the
subjects hereof, superseding all prior understandings, agreements,
representations and negotiations, whether oral or written. The terms and
conditions of this Agreement will inure to the benefit of, and be binding
upon, the respective executors, administrators, heirs, successors and assigns
of the parties.
(c) Choice of Law. This Agreement will be interpreted and enforced
in accordance with the laws of the State of Delaware as applied to contracts
executed and performed entirely therein.
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 16 of 17
(d) Counterparts. This Agreement may be signed in any number of
counterparts and by facsimile, and when so signed and delivered will have the
same effect as if all signatures appeared on the same document.
(e) Notices. All notices required or permitted under this
Agreement must be given in writing (which may include facsimile). All notices
will be effective upon the earlier of (i) receipt (including confirmation that
a facsimile has been received) or (ii) five business days after being
deposited in the U.S. mail or two business days after being delivered to an
overnight courier, in each case properly addressed as set forth on the
signature page hereto, as such address may be changed by proper notice to the
other parties.
(f) Interpretation. All parties have been or have had the
opportunity to be assisted by counsel in connection with this Agreement. The
normal rule of construction that any ambiguity will be resolved against the
drafting party will not be used in the interpretation of this Agreement.
(g) Amendment of Agreement. This Agreement may be amended only by
a written instrument signed by all of the parties.
(h) Severability. If any provision of this Agreement or the
application of any such provision to any party is held by a court of competent
jurisdiction to be contrary to law, such provision will be deemed amended to
the minimum extent possible to comply with such law, and the remaining
provisions of this Agreement will remain in full force and effect.
(i) Attorneys' Fees. If it becomes necessary for any party to
initiate legal action or any other proceeding to enforce, defend or construe
such party's rights or obligations under this Agreement, the prevailing party
will be entitled to reasonable costs and expenses, including attorneys' fees
and costs, incurred and paid in connection with such action or proceeding.
(j) Fees and Expenses. Seller and Buyer shall each bear its own
respective fees and costs in connection with the negotiation and execution of
this Agreement and the consummation of the transactions contemplated hereby,
including the payment of any commission, finder's fee or similar payment
because of any act or omission by such party.
(k) Assignment by Buyer. Buyer may, in its sole and absolute
discretion, assign its rights and obligation under this Agreement to any of
its affiliates.
CUSIP NO. 810022103, 810022202 SCHEDULE 13D Page 17 of 17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.
SELLER:
JOHN P. REILLY
/s/ John P. Reilly
- -------------------------------
Address: 644 Spruce
Lake Forest, IL 60045
BUYER:
RCBA STRATEGIC PARTNERS, L.P.
By: RCBA GP, L.L.C., its sole General Partner
By: /s/ Jeffrey W. Ubben
--------------------------
A Managing Member
Address: 909 Montgomery Street
Suite 400
San Francisco, California 94133
