<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
VARITRONIC SYSTEMS, INC.
A MINNESOTA CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
922247-10-1
(CUSIP Number)
Donald P. DeLuca
Senior Vice President, Treasurer and Assistant Secretary
W. H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
(414) 358-6600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Conrad G. Goodkind, Esq.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5305
March 29, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [].
<PAGE> 2
This Amendment No. 1 to Schedule 13D reports the shares acquired by VSI
Acquisition Co., a Minnesota Corporation and a wholly owned subsidiary of Brady
USA, Inc., a Wisconsin Corporation, which is a wholly owned subsidiary of W.H.
Brady Co., a Wisconsin Corporation, pursuant to the tender offer for all of the
outstanding shares of Common Stock, par value $.01 per share, of Varitronic
Systems, Inc., a Minnesota Corporation.
<PAGE> 3
AMENDMENT NO. 1 TO
SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
BRADY USA, INC.
92247-10-1
2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of funds
WC (FROM PARENT)
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
WISCONSIN
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
-0- (EXCLUSIVE OF THE SHARES OWNED BY VSI ACQUISITION CO., A
WHOLLY-OWNED SUBSIDIARY, AND THE OPTION HELD BY W. H.
BRADY CO.)
8. Shared Voting Power
-0-
9. Sole Dispositive Power
-0- (EXCLUSIVE OF THE SHARES OWNED BY VSI ACQUISITION CO., A
WHOLLY-OWNED SUBSIDIARY, AND THE OPTION HELD BY W. H.
BRADY CO.)
10. Shared Dispositive Power
-0- (EXCLUSIVE OF THE SHARES OWNED BY VSI ACQUISITION CO., A
WHOLLY-OWNED SUBSIDIARY, AND THE OPTION HELD BY W. H.
BRADY CO.)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0- (EXCLUSIVE OF THE SHARES OWNED BY VSI ACQUISITION CO., A
WHOLLY-OWNED SUBSIDIARY, AND THE OPTION HELD BY W. H.
BRADY CO.)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
-2-
<PAGE> 4
[ ]
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
CO
-3-
<PAGE> 5
SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
VSI ACQUISITION CO.
92247-10-1
2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
3. SEC Use Only
4. Source of funds
WC (FROM PARENT)
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
MINNESOTA
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
2,297,532 (EXCLUSIVE OF THE OPTION HELD BY W. H. BRADY CO.
THAT IS DESCRIBED INFRA)
8. Shared Voting Power (EXCLUSIVE OF THE OPTION HELD BY W. H. BRADY CO.
THAT IS DESCRIBED INFRA)
-0-
9. Sole Dispositive Power
2,297,532 (EXCLUSIVE OF THE OPTION HELD BY W. H. BRADY CO.
THAT IS DESCRIBED INFRA)
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,297,532 (EXCLUSIVE OF THE OPTION HELD BY W. H. BRADY CO.
THAT IS DESCRIBED INFRA)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
-4-
<PAGE> 6
[ ]
13. Percent of Class Represented by Amount in Row (11)
99%
14. Type of Reporting Person
CO
-5-
<PAGE> 7
AMENDMENT NO. 1 TO
SCHEDULE 13D
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
W. H. BRADY CO.
9224701901
2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [ ]
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
WISCONSIN
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power
-0- (EXCLUSIVE OF THE OPTION FOR UP TO 19.9% OF THE THEN
OUTSTANDING, SHARES, SUBJECT TO ADJUSTMENT, DESCRIBED IN
THE OFFER TO PURCHASE AND THE SHARES OWNED BY VSI
ACQUISITION CO., AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
W. H. BRADY CO.)
8. Shared Voting Power
-0- (EXCLUSIVE OF THE OPTION FOR UP TO 19.9% OF THE THEN
OUTSTANDING, SHARES, SUBJECT TO ADJUSTMENT, DESCRIBED IN
THE OFFER TO PURCHASE AND THE SHARES OWNED BY VSI
ACQUISITION CO., AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
W. H. BRADY CO.)
9. Sole Dispositive Power
-0- (EXCLUSIVE OF THE OPTION FOR UP TO 19.9% OF THE THEN
OUTSTANDING, SHARES, SUBJECT TO ADJUSTMENT, DESCRIBED IN
THE OFFER TO PURCHASE AND THE SHARES OWNED BY VSI
ACQUISITION CO., AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
W. H. BRADY CO.)
10. Shared Dispositive Power
-6-
<PAGE> 8
-0- (EXCLUSIVE OF THE OPTION FOR UP TO 19.9% OF THE THEN
OUTSTANDING, SHARES, SUBJECT TO ADJUSTMENT, DESCRIBED IN
THE OFFER TO PURCHASE AND THE SHARES OWNED BY VSI
ACQUISITION CO., AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
W. H. BRADY CO.)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0- (EXCLUSIVE OF THE OPTION FOR UP TO 19.9% OF THE THEN
OUTSTANDING, SHARES, SUBJECT TO ADJUSTMENT, DESCRIBED IN
THE OFFER TO PURCHASE AND THE SHARES OWNED BY VSI
ACQUISITION CO., AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
W. H. BRADY CO.)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
HC
-7-
<PAGE> 9
ITEM 1. SECURITY AND ISSUER.
Name of Issuer and Address of Principal Executive Offices:
Varitronic Systems, Inc.
300 Interchange Tower
300 South Highway 169
Minneapolis, Minnesota 55426
Security to Which This Statement Relates:
Common Stock, $.01 Par Value, per Share
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f). This Amendment No. 1 to Schedule 13D is filed on behalf of
W. H. Brady Co., a Wisconsin corporation ("Brady"), Brady USA, Inc., a Wisconsin
corporation and a wholly-owned subsidiary of Brady ("BUSA"), and VSI
Acquisition Co., a Minnesota corporation and a wholly-owned subsidiary of BUSA
("VSI"). The principal executive offices of Brady, BUSA and VSI are located at
6555 West Good Hope Road, Milwaukee, Wisconsin 53223. Brady, develop,
manufacture and sell a broad range of stock and customized products employing
their knowledge of surface chemistry, principally in adhesives, coatings and
graphics technologies. Brady's products include over 20,000 stock items and a
wide variety of custom items, which are used primarily to identify, inform or
instruct, including pressure-sensitive identification, labeling and marking
systems for electrical wires and pipes; self-bonding nameplates, safety and
instructional signs and specialized tapes used in audio, video and computer
applications. Brady's products are sold by a direct sales force and mail order
sales, and are used in a variety of industrial, commercial, governmental,
public utility, medical equipment, computer and consumer product markets,
including original equipment manufacturers. Brady and its subsidiaries operate
12 manufacturing facilities in the United States and six foreign countries.
Domestic and international operations are conducted through its Identification
Systems and Specialty Tapes Group, Signmark Group and Seton Group. Domestic
operations are located in Connecticut and Wisconsin. International operations
are located in Australia, Belgium, Canada, England, France, Germany, Hong Kong,
Italy, Japan, Korea, New Zealand, Singapore, Spain and Sweden.
BUSA manufactures and distributes Brady products in the United States. VSI has
been incorporated solely to acquire the of shares of Common Stock of
Varitronics Systems, Inc. (the "Company") and subsequently to merge into the
Company (with the Company surviving the merger).
-8-
<PAGE> 10
Brady, BUSA and VSI are filing this Amendment No. 1 pursuant to a joint
acquisition statement (Rule 13d-1(f)). A copy of the Joint Filing Agreement
among Brady, BUSA and VSI is attached as Annex B.
Pursuant to General Instruction C of Schedule 13D, the names, business
addresses, principal occupations and citizenship of the executive officers and
directors of Brady, BUSA, and VSI are set forth in Annex A hereto and are
incorporated herein by reference.
(d) and (e). During the last five years, Brady, BUSA and VSI and, to the
knowledge of Brady, BUSA, and VSI, Brady's, BUSA's, and VSI's executive
officers and directors have not (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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.
The aggregate purchase price of the 2,297,532 shares of Common Stock owned by
VSI was approximately $40,206,810. These shares have been paid for from the
working capital of VSI (which received funds from Brady). If Brady wishes to
exercise the Option (which is not anticipated), Brady will use existing working
capital to fund the exercise price of the Option.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Company, Brady, BUSA, and VSI, have entered into an Agreement and Plan of
Merger, dated February 27, 1996 (the "Merger Agreement"), which provides for a
merger of VSI and the Company (the "Transaction") as soon as practicable after
the purchase of shares pursuant to Brady's offer to purchase all of the shares
of Company Common Stock (upon the terms and conditions of the offer to purchase
and in the related letter of transmittal, which together constitute the
"Offer"). The Transaction, which was approved by the Boards of Directors of
the constituent companies, is expected to close shortly after all of the
conditions to the consummation of the Transaction are met or waived.
The Merger Agreement is incorporated herein by reference to Exhibit (c)(1) to
Brady's Schedule 14D-1, as filed with the Securities and Exchange Commission
(the "SEC") on February 29, 1996. The description of the Merger Agreement set
forth herein does not purport to be complete and is qualified in its entirety
by the provisions of the Merger Agreement.
-9-
<PAGE> 11
The Merger Agreement provides that, upon the terms and subject to the
conditions of the Merger Agreement, and in accordance with the Minnesota
Business Corporations Act, VSI shall be merged with and into the Company.
Following the merger, the separate corporate existence of VSI shall cease and
the Company shall continue as the surviving corporation and shall succeed to
and assume all the rights and obligations of VSI in accordance with the
Minnesota Business Corporations Act and the Merger Agreement. The articles of
incorporation of the Company shall become the articles of incorporation of the
surviving corporation, at least a majority of the directors of the surviving
corporation shall be nominees of Brady, and the officers of the Company shall
be the officers of the surviving corporation, in each case until their
successors are chosen.
Concurrently with entering into the Merger Agreement, Brady and the Company
entered into a stock option agreement granting Brady an irrevocable option to
purchase up to that number of shares of Common Stock of the Company which
equals 19.9% of the number of shares of Common Stock of the Company outstanding
on February 27, 1996 (the "Option Agreement"). Specifically, under the Option
Agreement, the Company granted Brady an irrevocable option to purchase (the
"Option") shares of Common Stock of the Company equal to up to 19.9% of shares
of the Company's Common Stock outstanding on the date of the Option.
The Option is intended to increase the likelihood that the Offer and Merger
will be consummated in accordance with the terms of the Merger Agreement. The
Option may be exercised, in whole or in part, at any time. The Option will
terminate upon the earlier of (i) the effective time of the merger or (ii)
December 31, 1996. Notwithstanding the foregoing, the Option cannot be
exercised if Brady is in material breach of any of its material representations
or warranties or in material breach of its material covenants or agreements
contained in the Merger Agreement. Because of the shares that VSI Acquisition
Co. purchased in the tender offer, Brady does not intend to exercise the
Option.
The Option Agreement is incorporated herein by reference to Exhibit (c)(1) of
the Schedule 14D-1. The description of the Option Agreement set forth herein
does not purport to be complete and is qualified in its entirety by the
provisions of the Option Agreement.
Prior to entering into the Option, Brady owned 5 shares of Company Common
Stock, which have subsequently been transferred to VSI. Except pursuant to the
terms of the Option Agreement, the Merger Agreement, and set forth in Schedule
14D-1 (including the offer to purchase) filed on February 29, 1996 and the
shares acquired by VSI Acquisition Co. pursuant to the tender offer, Brady has
no plans or proposals which would result in the acquisition or disposition of
the Company Common Stock or any other action enumerated in Item 4 of Schedule
13D.
-10-
<PAGE> 12
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). Pursuant to the tender offer, VSI has acquired 2,297,532 shares
of the Company Common Stock, representing 99% of the outstanding shares of such
Common Stock on February 27, 1996, as computed in accordance with Rule
13d-3(d)(1)(i) under the Securities Exchange Act of 1934.
During the 60 days prior to the date hereof, VSI has acquired shares of the
Common Stock of the Company in the following manner:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF AGGREGATE
DATE COMMON STOCK CONSIDERATION MANNER OF TRANSACTION
<S> <C> <C> <C>
March 15, 1996 5 N/A Transfered from Brady to
VSI Acquisition
March 29, 1996 2,259,696 $39,544,680.00 Purchased through the
Tender Offer
April 3, 1996 37,831 $662,042.50 Purchased through the
Tender Offer
</TABLE>
(d). None.
(e). Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the Merger Agreement and the Option Agreement (see descriptions of
each in Item 4 above), which are included or incorporated by reference in this
Amendment No. 1 to Schedule 13D, and agreements referred to or contained
therein, there are no contracts, arrangements, understandings or relationships
between Brady, BUSA or VSI and any other person, or, to the knowledge of Brady,
BUSA, or VSI, among any of Brady's, BUSA's, or VSI's executive officers and
directors or between any of Brady's executive officers and directors and any
other person, with respect to any securities of the Company.
-11-
<PAGE> 13
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Brady (Commission File No. 0-12730) hereby incorporates into this Schedule the
following exhibits by reference to the filing set forth below:
EXHIBIT INDEX
Exhibit No.
- -----------
1 Offer to Purchase, dated February 29, 1996. (Exhibit (a)(1) to
Schedule 14D-1)
2 Letter of Transmittal, dated February 29, 1996. (Exhibit (a)(2) to
Schedule 14D-1)
3 Notice of Guaranteed Delivery. (Exhibit (a)(3) to Schedule 14D-1)
4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees. (Exhibit (a)(4) to Schedule 14D-1)
5 Letter to Clients from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. (Exhibit (a)(5) to Schedule 14D-1)
6 Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. (Exhibit (a)(6) to Schedule 14D-1)
7 Text of Press Release, dated February 27, 1996. (Exhibit (a)(7)
to Schedule 14D-1)
8 Summary Advertisement, dated February 29, 1996. (Exhibit (a)(8) to
Schedule 14D-1)
9 Agreement and Plan of Merger, dated as of February 27, 1996, among
the Company, VSI Acquisition Co., BUSA, Inc., and Brady and Option
Agreement. (Exhibit (c)(1) to Schedule 14D-1)
10 Schedule 14D-1 filed by Brady on February 29, 1996.
11 Text of Press Release, dated March 29, 1996 (Exhibit (a)(10) to
Amendment No. 2 to Schedule 14D-1).
-12-
<PAGE> 14
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: April 5, 1996 W. H. Brady Co.
By: /s/ Donald P. DeLuca
-----------------------------------
Donald P. DeLuca
Senior Vice President and Treasurer
Brady USA, Inc.
By: /s/ Donald P. DeLuca
-----------------------------------
Donald P. DeLuca
Senior Vice President and Treasurer
VSI Acquisition Co.
By: /s/ Donald P. DeLuca
-----------------------------------
Donald P. DeLuca
Senior Vice President and Treasurer
-13-
<PAGE> 15
ANNEX A
INFORMATION RELATING TO
EXECUTIVE OFFICERS AND DIRECTORS
OF W. H. BRADY CO.
The following is a list of the executive officers and directors of W.
H. Brady Co. as of the date of this Amendment No. 1 to Schedule 13D. To the
knowledge of W. H. Brady Co., all of the following executive officers and
directors are citizens of the United States. The business address for each of
the executive officers is 6555 West Good Hope Road, Milwaukee, Wisconsin 53233.
Executive Officers:
Name Brady Office
- ---- ------------
Katherine M. Hudson President, Chief Executive Officer and
Director
Donald P. DeLuca Senior Vice President, Treasurer,
Assistant Secretary and Director
Mary T. Arnold Vice President
Richard L. Fisk Vice President
David R. Hawke Vice President
Peter J. Lettenberger Secretary and Director
David W. Schroeder Vice President
James M. Sweet Vice President
Directors:
Name Business Address
- ---- ----------------
Katherine M. Hudson W. H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
Donald P. DeLuca W. H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
-14-
<PAGE> 16
Directors:
William H. Brady, III Investor
c/o W.H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
Elizabeth B. Lurie President and Administrator
W. H. Brady Foundation
c/o W.H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
Robert C. Buchanan President and CEO
Fox Valley Corporation
c/o W.H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
Roger D. Pierce President and CEO
Valuation Research Corp.
c/o W.H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
Richard A. Bemis President
Bemis Manufacturing Company
c/o W.H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
Frank W. Harris Professor of Polymer Science
University of Akron
c/o W.H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
Gary E. Nei Chairman
B & B Publishing
c/o W.H. Brady Co.
6555 West Good Hope Road
Milwaukee, Wisconsin 53233
Peter J. Lettenberger Partner
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
-15-
<PAGE> 17
The following is a list of the Executive Officers and Directors of Brady USA,
Inc. as of the date of this Amendment No. 1 to Schedule 13D. Information about
each person identified is given above in the foregoing table with respect to W.
H. Brady Co.
Name Office
- ---- ------
Katherine M. Hudson Director and President
Donald P. DeLuca Director and Senior Vice President and
Treasurer
Peter J. Lettenberger Director and Secretary
The table below identifies each Director and Executive Officer of VSI
Acquisition Co. information about each person identified is given above in the
foregoing table with respect to W. H. Brady Co.
Name Office
- ---- ------
Katherine M. Hudson Director and President
Donald P. DeLuca Director and Senior Vice President and
Treasurer
Peter J. Lettenberger Director and Secretary
-16-
<PAGE> 18
W. H. BRADY CO.
AMENDMENT NO. 1 TO SCHEDULE 13D
EXHIBIT INDEX
Exhibit No.
- -----------
1 Offer to Purchase, dated February 29, 1996. (Exhibit (a)(1) to
Schedule 14D-1)*
2 Letter of Transmittal, dated February 29, 1996. (Exhibit (a)(2)
to Schedule 14D-1)*
3 Notice of Guaranteed Delivery. (Exhibit (a)(3) to Schedule 14D-1)*
4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees. (Exhibit (a)(4) to Schedule 14D-1)*
5 Letter to Clients from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. (Exhibit (a)(5) to Schedule 14D-1)*
6 Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. (Exhibit (a)(6) to Schedule 14D-1)*
7 Text of Press Release, dated February 27, 1996. (Exhibit (a)(7)
to Schedule 14D-1)*
8 Summary Advertisement, dated February 29, 1996. (Exhibit (a)(8)
to Schedule 14D-1)*
9 Agreement and Plan of Merger, dated as of February 27, 1996,
among the Company, VSI Acquisition Co., BUSA, and Brady and Stock
Option Agreement. (Exhibit (c)(1) to Schedule 14D-1)*
10 Schedule 14D-1 filed by Brady on February 29, 1996 (Exhibit
(a)(10) to Amendment No. 2 to Schedule 14D-1).*
11 Text of Press Release, dated March 29, 1996 (Exhibit (a)(10) to
Amendment No. 2 to Schedule 14D-1).*
* Previously filed.
-17-
<PAGE> 19
ANNEX B
JOINT FILING AGREEMENT
W. H. Brady Co., Brady USA, Inc. and VSI Acquisition Co. each hereby
agrees that this Amendment No. 1 to Schedule 13D filed herewith and any
amendments thereto relating to the acquisition of shares of Common Stock and
other securities of Varitronic Systems, Inc. is filed jointly on behalf of each
such person.
Dated: April 5, 1996
W. H. BRADY CO.
By: /s/ Donald P. DeLuca
--------------------------------
Name: Donald P. DeLuca
Title: Senior Vice President and
Treasurer
BRADY USA, INC.
By: /s/ Donald P. DeLuca
--------------------------------
Name: Donald P. DeLuca
Title: Senior Vice President and
Treasurer
VSI ACQUISITION CO.
By: /s/ Donald P. DeLuca
--------------------------------
Name: Donald P. DeLuca
Title: Senior Vice President and
Treasurer
-18-
