<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. )
LESCO, INC.
----------------
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
526872106
(CUSIP Number)
COPY TO:
Faith Pengelly
J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP, England
011-44-171-222-2020
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 29, 2000
(Date of Events 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 13(d)-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
----------------- SCHEDULE 13D ------------------
CUSIP NO. 526872106 Page 2 of 86 Pages
----------------- ------------------
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro Capital Management Limited
No IRS Identification Number
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,349,250
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
1,349,250
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,349,250
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IA, CO
- ------------------------------------------------------------------------------
-2-
<PAGE>
----------------- SCHEDULE 13D ------------------
CUSIP NO. 526872106 Page 3 of 86 Pages
----------------- ------------------
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Hambro Capital Management (Holdings) Limited
No IRS Identification Number
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,349,250
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
1,349,250
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
259,080
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IA, CO
- ------------------------------------------------------------------------------
-3-
<PAGE>
----------------- SCHEDULE 13D ------------------
CUSIP NO. 526872106 Page 4 of 86 Pages
----------------- ------------------
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
J O Growth Financial Services Limited
No IRS Identification Number
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 725,000
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
725,000
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,000
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------------------------
-4-
<PAGE>
----------------- SCHEDULE 13D ------------------
CUSIP NO. 526872106 Page 5 of 86 Pages
----------------- ------------------
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
North Atlantic Smaller Companies Investment Trust plc
No IRS Identification Number
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
England
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 725,000
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
725,000
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,000
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IV, CO
- ------------------------------------------------------------------------------
-5-
<PAGE>
- ---------------------- ------------------------
CUSIP NO. 526872106 SCHEDULE 13D Page 6 of 86 Pages
- ---------------------- ------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Opportunity Trust plc
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
125,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
125,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
125,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
1.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
IV, CO
- ------------------------------------------------------------------------------
-6-
<PAGE>
- ---------------------- ------------------------
CUSIP NO. 526872106 SCHEDULE 13D Page 7 of 86 Pages
- ---------------------- ------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Christopher Harwood Bernard Mills
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
England
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
1,349,250
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
1,349,250
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
259,080
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
15.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
IN
- ------------------------------------------------------------------------------
-7-
<PAGE>
- ---------------------- ------------------------
CUSIP NO. 526872106 SCHEDULE 13D Page 8 of 86 Pages
- ---------------------- ------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Oryx International Growth Fund Limited
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Guernsey (Channel Islands)
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
100,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
100,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
100,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
1.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
IV, CO
- ------------------------------------------------------------------------------
-8-
<PAGE>
- ---------------------- ------------------------
CUSIP NO. 526872106 SCHEDULE 13D Page 9 of 86 Pages
- ---------------------- ------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Consulta (Channel Islands) Limited
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Guernsey (Channel Islands)
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
100,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
100,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
100,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
1.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
IA, CO
- ------------------------------------------------------------------------------
-9-
<PAGE>
- ------------------------- ---------------------------
CUSIP NO. 526872106 SCHEDULE 13D Page 10 of 86 Pages
- ------------------------- ---------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Trident North Atlantic Fund
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_] [_]
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Cayman Islands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
50,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
50,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
50,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
0.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
IV, CO
- ------------------------------------------------------------------------------
-10-
<PAGE>
- ------------------------- ---------------------------
CUSIP NO. 526872106 SCHEDULE 13D Page 11 of 86 Pages
- ------------------------- ---------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Premier North Atlantic
No IRS Identification Number
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2. (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3.
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4.
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_] [_]
5.
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6.
Cayman Islands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7.
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8.
4,650
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9.
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10.
4,650
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11.
4,650
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.
0.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14.
IV, CO
- ------------------------------------------------------------------------------
-11-
<PAGE>
Item 1. Security Issuer.
The class of equity securities to which this Statement on Schedule 13D (the
"Statement") relates is the Common Stock, without par value, (the "Common
Stock") of Lesco, Inc., an Ohio corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 20005 Lake Road, Rocky River, OH
44116.
Item 2. Identity and Background.
2 (a-c,f).
I. Filing Parties:
--------------
This Statement is filed on behalf of the following ten persons, who are
collectively referred to as the "Filing Parties":
1. J O Hambro Capital Management (Holdings) Limited ("Holdings") is a
corporation organized under the laws of England with its principal office
and business at 10 Park Place, London SW1A 1LP England. Holdings functions
as the ultimate holding company for J O Hambro Capital Management Limited.
2. J O Hambro Capital Management Limited ("J O Hambro Capital Management"),
formerly named J O Hambro & Partners Limited, is a corporation organized
under the laws of England with its principal office and business at 10 Park
Place, London SW1A 1LP England. J O Hambro Capital Management is
principally engaged in the business of investment management and advising.
It serves as co-investment adviser to NASCIT and as investment adviser to
Oryx as well as private clients.
3. Christopher Harwood Bernard Mills is a British citizen whose business
address is 10 Park Place, London SW1A 1LP England. His principal employment
includes service as executive director of NASCIT, as a director of J O
Hambro Capital Management and Oryx, and as co-investment adviser to NASCIT.
4. Growth Financial Services Limited ("GFS"), formerly named Growth Investment
Management Limited, is a corporation organized under the laws of England
with its principal office at 77 Middle Street, Brockham, Surrey RH3 7HL
England and with its principal business at 10 Park Place, London SW1A 1LP
England. GFS has undertaken to provide the services of Christopher Mills to
NASCIT.
5. North Atlantic Smaller Companies Investment Trust plc ("NASCIT"), formerly
named Consolidated Venture Trust plc, is a corporation organized under the
laws of England with its principal office and business at 10 Park Place,
London SW1A 1LP England. NASCIT is a publicly-held investment trust
company. Christopher Harwood Bernard Mills and J O Hambro Capital
Management serve as co-investment advisers to NASCIT.
-12-
<PAGE>
6. American Opportunity Trust plc ("American Opportunity Trust"), formerly
named Leveraged Opportunity Trust plc, is a corporation organized under the
laws of England with its principal office and business at 10 Park Place,
London SW1A 1LP England. American Opportunity Trust is a publicly-held
investment trust company. Christopher Harwood Bernard Mills and J O Hambro
Capital Management serve as co-investment advisers to American Opportunity
Trust.
7. Oryx International Growth Fund Limited ("Oryx") is a corporation organized
under the laws of the Island of Guernsey with its principal office and
business at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey.
Oryx is a closed-end investment company. J O Hambro Capital Management and
Consulta serve as investment advisers to Oryx.
8. Consulta (Channel Islands) Limited ("Consulta") is a corporation organized
under the laws of the Island of Guernsey with its principal office and
business at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey.
Consulta is principally engaged in the business of investment management
and advising and serving as investment manager of Oryx.
9. Trident North Atlantic Fund ("Trident North Atlantic") is an open-ended
investment Company incorporated in the Cayman Islands with its principal
office and business at P. O. Box 309, Ugland House, George Town, Grand
Cayman, Cayman Islands. Trident is a publicly-held regulated Mutual Fund.
Christopher Harwood Bernard Mills serves as a director of Trident and J O
Hambro Capital Management serves as an investment adviser to Trident.
10. Premier North Atlantic ("Premier") is a sub-fund of Premier International
Investments, an open-ended investment company incorporated in Luxembourg
with its principal offices at European Bank and Business Centre, 6D route
de Treves, L-2633, Luxembourg. J O Hambro Capital Management Limited is
investment advisor to the fund.
-13-
<PAGE>
II. Control Relationships:
---------------------
J O Hambro Capital Management is a wholly-owned subsidiary of J O Hambro
Capital Management (Holdings) Limited.
Christopher Mills owns 99% of the equity of GFS, and serves as a director
of J O Hambro Capital Management and as executive director of NASCIT and
American Opportunity Trust.
III. Executive Officers and Directors:
--------------------------------
In accordance with the provisions of General Instruction C to Schedule 13D,
information concerning the executive officers and directors of the Filing
Parties is included in Schedule A hereto and is incorporated by reference
herein.
(d) Criminal Proceedings
--------------------
During the last five years, neither the Filing Parties (or a
controlling entity thereof) nor any executive officer or director of any of the
Filing Parties (or a controlling entity thereof) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Civil Securities Law Proceedings
--------------------------------
During the last five years, neither the Filing Parties (or a controlling
entity thereof) nor any executive officer or director of any of the Filing
Parties (or a controlling entity thereof) has 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 Filing Parties used their working capital funds to purchase the shares
of Common Stock of the Company (the "Shares") to which this statement relates.
The amount of funds used to date to acquire the Shares is approximately
$21,324,966 (exclusive of brokerage fees and commissions).
Item 4. Purpose of Transaction.
The Reporting Person has no present plans or proposals which relate to or
would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-14-
<PAGE>
(a)-(b) The aggregate number and percentage of the outstanding Common
Stock of the Company beneficially owned (i) by each of the Filing Parties, and
(ii) to the knowledge of the Filing Parties, by each other person who may be
deemed to be a member of the Group, is as follows:
<TABLE>
<CAPTION>
Number of
Number of Number of Shares:
Shares: Shares: Sole or Approx
Aggregate Sole Shared Shared imate
Filing Number of Power to Power to Power to Percentage
Party Shares: Vote Vote Dispose *
- ----------------------- --------- ----------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Holdings 1,349,250 0 1,349,250 1,349,250 15.9%
J O Hambro
Capital Management 1,349,250 0 1,349,250 1,349,250 15.9%
Christopher H.B. Mills 1,349,250 0 1,349,250 1,349,250 15.9%
American Opportunity
Trust 125,000 0 125,000 125,000 1.5%
GFS 725,000 0 725,000 725,000 8.5%
NASCIT 725,000 0 725,000 725,000 8.5%
Oryx 100,000 0 100,000 100,000 1.2%
Consulta 100,000 0 100,000 100,000 1.2%
Trident North Atlantic 50,000 0 50,000 50,000 0.6%
Premier North Atlantic 4,650 0 4,650 4,650 0.1%
- --------------------------------------------------------------------------------------
</TABLE>
* Based on 8,505,093 shares of Common Stock, without par value,
outstanding as of March 29, 2000, which is based on information reported in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
(c) In the 60 days prior to the date of the filing of this Statement, the
Filing Parties effected no transactions in the Common Stock other than those set
forth in the following table:
-15-
<PAGE>
<TABLE>
<CAPTION>
Lesco Trades in 60 days prior to filing
Date No. of shares Price Broker
<S> <C> <C> <C> <C>
15/03/00 J O Hambro Capital Management (5,000) 16.88 Raymond James
13/03/00 J O Hambro Capital Management (5,000) 16.88 Raymond James
08/02/00 Trident Holdings 45,000 9.77 Raymond James
17/02/00 Trident Holdings 2,500 9.98 Raymond James
22/02/00 Trident Holdings 7,500 9.96 Raymond James
24/02/00 Trident Holdings 20,000 10.04 Raymond James
02/03/00 Trident Holdings 10,000 10.23 Raymond James
03/03/00 Trident Holdings 15,000 10.22 Raymond James
01/02/00 Trident North Atlantic 200 15.85 Raymond James
</TABLE>
All of the above transactions were effected in the open market and were
purchases except for the transactions on March 13 and 15, 2000 (for 5,000 shares
each), which were sales.
(d) The private clients of J O Hambro Capital Management and J O
Hambro Investment Management have an economic interest in the dividends from,
and the proceeds of sales of, Common Stock beneficially owned by J O Hambro
Capital Management and J O Hambro Investment Management, respectively. The
shareholders of NASCIT and American Opportunity Trust have an economic interest
in the dividends from, and the proceeds of sales of, Common Stock beneficially
owned by NASCIT and American Opportunity Trust, respectively.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
As co-investment advisers to NASCIT, Christopher Harwood Bernard Mills and
J O Hambro Capital Management share the right to transfer and vote the shares of
Common Stock of the Company pursuant to an agreement entered into among NASCIT,
GFS and Christopher Mills and an agreement entered into between NASCIT and J O
Hambro Capital Management, each dated as of January 7, 1993, respectively.
As co-investment advisers to American Opportunity Trust, Christopher
Harwood Bernard Mills and J O Hambro Capital Management share the right to
transfer and vote the shares of Common Stock of the Company pursuant to an
agreement dated as of January 7, 1993 between American Opportunity Trust and J O
Hambro Capital Management.
Item 7. Material to be Filed as Exhibits.
--------------------------------
-16-
<PAGE>
The following documents are filed herewith:
(a) Secondment Services Agreement dated as of January 7, 1993 among
NASCIT, GFS and Christopher Harwood Bernard Mills.
(b) Administration, Management and Custody Agreement dated as of January
7, 1993 between NASCIT and J O Hambro Capital Management (formerly
named J O Hambro & Partners Limited).
(c) Administration, Management and Custody Management Agreement dated as
of January 7, 1993 between J O Hambro Capital Management (formerly
named J O Hambro & Partners Limited) and American Opportunity Trust.
(d) Power of Attorney of Christopher Harwood Bernard Mills dated July 9,
1997.
(e) Joint Filing Agreement dated as of April 9, 1998 among NASCIT, GFS, J
O Hambro Capital Management, J O Hambro Asset Management, J O Hambro &
Company, J O Hambro Investment Management, American Opportunity Trust
and Christopher Harwood Bernard Mills.
-17-
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated:
JO HAMBRO CAPITAL MANAGEMENT LIMITED
By: /s/ R.G. Barrett
----------------------------------------
Name: R.G. Barrett
Title: Director
Executed on behalf of the parties hereto
pursuant to the Joint Filing Agreement filed
herewith.
-18-
<PAGE>
Schedule A
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro Capital Management (Holdings)
Limited ("Holdings") as of the date hereof.
Name: James Daryl Hambro
(Chairman)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Chairman, J O Hambro Capital Management
Limited
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT Executive
Director, American Opportunity Trust
Director, J O Hambro Capital Management
Limited
Name: Nichola Pease
(Director and Chief Executive)
Citizenship: British
-19-
<PAGE>
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director and Chief Executive, J O Hambro
Capital Management Limited
Name: Basil Postan
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Malcolm Robert King
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Lisa Marie Rowland
(Director)
Citizenship: American
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
-20-
<PAGE>
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Robert George Barrett
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
Name: Claudia Margaret Cecil Perkins
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Limited
-21-
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of J O Hambro Capital Management Limited ("J O
Hambro Capital Management") as of the date hereof.
Name: James Daryl Hambro
(Managing Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Managing Director, J O Hambro Capital
Management Limited
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT Executive
Director, American Opportunity Trust
Director, J O Hambro Capital Management
Name: Claudia Margaret Cecil Perkins
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
-22-
<PAGE>
Name: Malcolm Robert King
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Nichola Pease
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director and Chief Executive, J O Hambro
Capital Management
Name: Basil Postan
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Lisa Marie Rowland
(Director)
Citizenship: American
-23-
<PAGE>
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
Name: Robert George Barrett
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Director, J O Hambro Capital Management
-24-
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of North Atlantic Smaller Companies Investment
Trust plc ("NASCIT") as of the date hereof.
Name: Christopher Harwood Bernard Mills
(Executive Director)
Citizenship: British
Business Address: North Atlantic Smaller Companies Investment
Trust plc
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT Executive
Director, American Opportunity Trust plc
Director, J O Hambro Capital Management
Name: Enrique Foster Gittes
(Chairman)
Citizenship: USA
Residence: 4 East 82nd Street
New York, New York 10028
USA
Principal Occupation: Director, NASCIT
Name: Brian Roger Adams
Citizenship: British
Residence: Hill House
Church Lane
Debden NR. Saffron Walden
Essex CB11 3LD
Principal Occupation: Director, NASCIT
-25-
<PAGE>
Name: Robert D. Power
(Director)
Citizenship: British
Business Address: 115 East 90th Street
New York, New York 10022
USA
Principal Occupation: Non-executive director
Name: Douglas P C Nation
(Director)
Citizenship: British
Business Address: Bear Stearns Co. Inc./1/
245 Park Avenue
New York, NY 10167
Principal Occupation: Managing Director, Bear Stearns Co. Inc.
Name: The Hon. Peregrine D E M Moncreiffe
(Director)
Citizenship: British
Business Address: Easter Moncreiffe
Bridge of Earn
Perthshire
Scotland
PH2 8 QA
Principal Occupation: Non-executive director
___________________________
/1/ Bear Stearns Co. Inc. principally engages in the brokerage business.
-26-
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Growth Financial Services Limited ("GFS")
as of the date hereof.
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity
Trust Director, J O Hambro Capital
Management
Name: Ivan Alexander Shenkman
(Director)
Citizenship: British
Residence: 34 Royal Crescent, London W11
England
Principal Occupation: Consultant
GFS is controlled by Christopher Mills who owns 99% of the share capital.
-27-
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of American Opportunity Trust plc ("American
Opportunity Trust") as of the date hereof.
Name: R. Alexander Hammond-Chambers
(Chairman)
Citizenship: British
Business Address: 29 Rutland Square
Edinburgh
EH1 2BW
Principal Occupation: Non-executive director
Name: Christopher Harwood Bernard Mills
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, American Opportunity
Trust Executive Director, NASCIT Director,
J O Hambro Capital Management
Name: John Gildea
(Director)
Citizenship: USA
Business Address: Gildea Management Company/2/
115 East Putnam Avenue
3rd Floor
Greenwich, Connecticut 06830
Principal Occupation: President, Gildea Management Company
________________________________
/2/ Gildea Management Company is principally engaged in the investment
management business.
-28-
<PAGE>
Name: The Hon. James J. Nelson
(Director)
Citizenship: British
Business Address: Foreign & Colonial Ventures/3/
4th Floor
Berkeley Square House
Berkeley Square
London W1X 5PA
England
Principal Occupation: Director, Foreign & Colonial Ventures
Name: Iain Tulloch
(Director)
Citizenship: British
Business Address: Murray Johnstone Ltd./4/
7 West Nile Street
Glasgow G2 2PX
Scotland
Principal Occupation: Director, Murray Johnstone Ltd.
Name: Philip Ehrman
(Director)
Citizenship: British
_________________________
/3/ Foreign & Colonial Ventures is principally engaged in the management
business.
/4/ Murray Johnstone Ltd. is principally engaged in the investment
management business.
-29-
<PAGE>
Business Address: Gartmore Investment Management Ltd./5/
Gartmore House
16-18 Monument Street
London EC3R 8AJ
England
Principal Occupation: Investment Manager, Gartmore Investment
Management Ltd.
__________________
/5/ Gartmore Investment Management Limited is principally engaged in the
investment management business.
-30-
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Oryx International Growth Fund Limited
("Oryx") as of the date hereof.
Name: Nigel Kenneth Cayzer
(Chairman)
Citizenship: British
Business Address: Kinpurnie Estate
Smiddy Road
Newtyle
Perthshire
PH12 8TB
Principal Occupation: Non-executive director
Name: His Excellency Salim Hassan Macki
(Director)
Citizenship: Omani
Business Address: P.O. Box 4160
Postal Code 112
Ruwi
Sultanate of Oman
Principal Occupation: Non-executive director
Name: Patrick John McAfee
(Director)
Citizenship: British
Business Address: Deutche, Morgan Grenfell/6/
4 Eagle Valley
Power Court
Ennis Kerry County
Wicklow
Ireland
__________________
/6/ Deutche, Morgan Grenfell is a merchant bank.
-31-
<PAGE>
Principal Occupation: Company Director
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: 10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity
Trust
Director, J O Hambro & Partners
Director, Oryx
Name: Harald Lungershausen
(Director)
Citizenship: German
Business Address: Seestrasse 240
P.O. Box 0802
Kilchberg
Zurich
Switzerland
Principal Occupation: Company Director
Name: Mohamed Hassan Ghurlam Habib
(Director)
Citizenship: Omani
Business Address: Oman National Insurance Company/7/
PO Box 2254
Postal Code 112
Ruwi
Sultanate of Oman
Principal Occupation: Chief Executive, Oman National Insurance
Company, SAOG
__________________
/7/ Oman National Insurance Company is principally engaged in the
insurance business.
-32-
<PAGE>
Name: Rupert Arthur Rees Evans
(Director)
Citizenship: British
Business Address: Ozannes/8/
PO Box 186
1 Le Marchant Street
St. Peter Port
Guernsey
Channel Islands
Principal Occupation: Guernsey Advocate
Partner, Ozanne van Leuven Perrot & Evans
Name: Hussan Al Nowais
Citizenship: United Arab Emirates
Business Address: Emirate Holdings
P.O. Box 984
Abu Dhabi
United Arab Emirates
Principal Occupation: Chairman and Managing Director, Emirate
Holdings
__________________
/8/ Ozannes is a law firm.
-33-
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Consulta (Channel Islands) Limited
("Consulta") as of the date hereof.
Name: Gary Michael Brass
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Managing Director, Consulta
Name: Jeremy Caplan
(Director)
Citizenship: British
Business Address: 1 Britannia Place
Bath Street
St. Helier
Jersey
Principal Occupation: English Solicitor
Name: Barry Carroll
(Director)
Citizenship: British
Business Address: Management International (Guernsey)
Limited/9/
Bermuda House
St. Julian's Avenue
St. Peter Port
Guernsey
Principal Occupation: Managing Director
Management International (Guernsey) Limited
__________________
/9/ Management International (Guernsey) Limited is principally engaged
in the investment management business.
-34-
<PAGE>
Name: Rupert Arthur Rees Evans
(Director)
Citizenship: British
Business Address: P.O. Box 186
1 Le Marchant Street
St. Peter Port
Guernsey
Principal Occupation: Guernsey Advocate
Partner, Ozanne van Leuven
Perrot & Evans
-35-
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Consulta Limited, the parent of Consulta
(Channel Islands) Limited.
Name: Harald Alejandro Lamotte
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Investment Fund Manager,
Consulta Limited
Name: Gary Michael Brass
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
England
Principal Occupation: Investment Fund Manager,
Consulta Limited
Name: Paul David Ashburner Nix
(Director)
Citizenship: British
Business Address: 20 St. James's Street
London SW1A 1ES
Principal Occupation: Investment Fund Manager,
Consulta Limited
-36-
<PAGE>
The following table sets forth certain information concerning each of the
directors and executive officers of Trident North Atlantic Fund ("Trident North
Atlantic") as of the date hereof.
Name: Niamh Meenan
(Director)
Citizenship: Irish
Business Address: RSM Robson Rhodes
Fitzwilton House
Wilton Place
Dublin 2
Principal Occupation: Senior Manager, RSM Robson Rhodes
Name: Christopher Harwood Bernard Mills
(Director)
Citizenship: British
Business Address: J O Hambro Capital Management Limited
10 Park Place
London SW1A 1LP
England
Principal Occupation: Executive Director, NASCIT
Executive Director, American Opportunity
Trust
Director, J O Hambro Capital Management
Limited
Name: David Sargison
(Director)
Citizenship: British
Business Address: Caledonian Bank & Trust Limited
Caledonian House
George Town, Grand Cayman
Cayman Islands
Principal Occupation: Managing Director, Caledonian Bank & Trust
Limited
-37-
<PAGE>
The following sets forth certain information concerning each of the directors
and executive officers of Premier North Atlantic ("Premier") as of the date
hereof.
Name: Jonathan P. H. Fry
Citizenship: British
Business Address: Premier Asset Management
Chertsey Street
Guildford
Surrey
GU1 4HG
England
Principal Occupation: Joint Managing Director - Premier House
Name: David G. Smith
Citizenship: British
Business Address: Clay Consultants
Kurangarira
St. Saviour's Hill
St. Saviour
Jersey
Channel Island
JE2 7LG
Principal Occupation: Company Director - Clay Consultants
Name: Duncan Smith
Citizenship: British
Business Address: Cogent Investment Operations
European Bank and Business Centre
6D Route de Treves
L-2633
Luxembourg
Principal Occupation: Operations Director - Cogent Investment
Operations
-38-
<PAGE>
Exhibit Index
-------------
Document
- --------
The following documents are filed herewith:
(a) Secondment Services Agreement dated as of January 7, 1993 among
NASCIT, GFS and Christopher Harwood Bernard Mills.
(b) Administration, Management and Custody Agreement dated as of January
7, 1993 between NASCIT and J O Hambro Capital Management (formerly
named J O Hambro & Partners Limited).
(c) Administration, Management and Custody Management Agreement dated as
of January 7, 1993 between J O Hambro Capital Management (formerly
named J O Hambro & Partners Limited) and American Opportunity Trust.
(d) Power of Attorney of Christopher Harwood Bernard Mills dated July 9,
1997.
(e) Joint Filing Agreement dated as of April 13, 1998 among NASCIT, GFS, J
O Hambro Capital Management, J O Hambro Asset Management, J O Hambro &
Company, J O Hambro Investment Management, American Opportunity Trust
and Christopher Harwood Bernard Mills.
-39-
<PAGE>
SECONDMENT SERVICES AGREEMENT
AMONG
NASCIT, GFS AND
CHRISTOPHER MILLS
-40-
<PAGE>
DATED 7th January, 1993
-----------------------
CONSOLIDATED VENTURE TRUST PLC
and
GROWTH INVESTMENT MANAGEMENT LIMITED
and
CHRISTOPHER HARWOOD BERNARD MILLS
----------------------------------------------
SECONDMENT SERVICES AGREEMENT
----------------------------------------------
Allen & Overy
London
-41-
<PAGE>
THIS AGREEMENT is made on 7th January, 1993.
BETWEEN:
(1) CONSOLIDATED VENTURE TRUST PLC of 11 Devonshire Square, London EC2M 4YR
(the "Company");
-------
(2) GROWTH INVESTMENT MANAGEMENT LIMITED of 10 Clivedon Place, London SW1W 6LA
("GIM"); and
---
(3) CHRISTOPHER HARWOOD BERNARD MILLS of 10 Clivedon Place, London SW1W 6LA
(the "Executive").
---------
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
--------------
(a) In this Agreement:
"Administration, Management and Custody Agreement"
------------------------------------------------
means an administration, management and custody agreement made on or about
the same date as this Agreement between the Company and JO Hambro &
Partners Limited;
"Associated Company" means:
------------------
i. a company which is not a subsidiary of the Company but whose
issued equity share capital (as defined in section 744 of
the Companies Act 1985) is owned as to at least 20 per cent.
by the Company or one of its Subsidiary Companies; and
ii. a Subsidiary Company of a company within (a) above;
"Board of Directors"
------------------
means the board of directors of the Company or a committee of the board of
directors of the Company;
-42-
<PAGE>
"the Company"
-----------
includes each of its branches if any;
"Group"
-----
means the Company, and its Subsidiary Companies and Associated Companies
for the time being and "Group Company" means any one of them;
"Investments"
-----------
includes any asset, right or interest falling within Part I of Schedule 1
of the Financial Services Act 1986 and any other asset, right or interest
in respect of property of any kind wherever situate whether or not
producing income;
"Shareholders' Funds"
-------------------
means the amount of the nominal capital of the Company for the time being
issued and paid up or credited as paid up, the amount repayable by the
Company in respect of any borrowings repayable more than three years after
initially made (but excluding convertible debt) and the amounts standing to
the credit of the consolidated capital and revenue reserves (including
without limitation share premium account, capital redemption reserve and
profit and loss account) of the Company and its Subsidiary Companies
properly reflected in an audited balance sheet of the Company prepared in
accordance with recognised accounting principles but after making such
adjustments as may be necessary to reflect:
(a) the Board of Directors' valuation of all unquoted investments in
accordance with a statement of value prepared for and approved by the
Board of Directors in accordance with procedures and on a basis
reviewed by the Company's auditors; and
(b) the payment of any dividend or the making of any other distribution to
shareholders of the Company.
"Subsidiary Company" means a subsidiary as defined by section 736 of the
------------------
Companies Act 1985; and
"Working Day" means a day other than a Saturday, Sunday or bank holiday or
-----------
other public holiday in England.
(b) References to persons include bodies corporate and unincorporated
associations and references to companies include any bodies corporate.
-43-
<PAGE>
(c) Any reference to a statutory provision includes any statutory
modification or re-enactment of it for the time being in force.
(d) Subclauses (1) to (3) above apply unless the contrary intention
appears.
(e) The headings in this Agreement do not affect its construction.
(f) References to amounts payable shall be exclusive of value added tax
thereon so that value added tax shall be payable in addition if and to
the extent chargeable.
2. Services
--------
(a) GIM shall provide the services of the Executive to the Company as
described and on the terms set out in this Agreement ("the Services").
The parties intend the Services to be provided by secondment of the
Executive from GIM to the Company.
(b) GIM shall employ the Executive for the purposes of enabling it to
provide the Services.
(c) The provision of the Services by GIM shall be deemed to take effect
from the date of execution of this Agreement ("the Commencement Date").
(d) GIM and the Executive warrant to the Company that by entering into this
Agreement and performing the Services they will not be in breach of any
contract or other obligation binding on them.
3. Services of the Executive
-------------------------
(a) GIM shall, and shall procure that the Executive shall, use their best
endeavours to protect and further the interests of the Company giving
the full benefit of the Executive's knowledge and expertise.
(b) GIM shall procure that the Executive shall serve as chief executive and
director of the Company, subject to the Company appointing the
Executive as such.
(c) The Executive shall perform the functions from time to time assigned to
or vested in him by the Board of Directors and in particular he shall
be responsible (subject to such authorisation procedures as the Board
of Directors may specify and except to the extent that the Board shall
not require the services of the Executive in respect of all or part of
the Investments of the Company) for:
-44-
<PAGE>
i. keeping under review the investments from time to time held
by the Company;
ii. deciding upon purchases and sales and other
transactions in respect of investments and subscriptions to
issues of investments, including underwriting commitments on
behalf of the Company and otherwise determining when the
Company should invest, realise and re-invest its assets and
exercise all rights attaching to its assets;
iii. searching out and evaluating investment opportunities
for the Company;
iv. analysing the progress of companies in which the
Company has invested;
v. submitting to the Board of Directors such reports and
information regarding investments as the Board of Directors
shall reasonably require; and
vi. recommending to the Board of Directors any future
developments or changes to the investment policy of the
Company.
(d) The Executive shall faithfully serve the Company, and GIM shall procure
that the Executive shall devote 50 per cent. of his time during normal
business hours to the provision of the services and at such additional
times as are necessary for the proper fulfilment of those services, but
the Executive shall not be required to provide such services at such
times as he is on holiday (as provided for in Clause 7), nor at such
times (being not more than 90 Working Days in any period of 12
consecutive months) when the Executive is incapacitated by reason of
illness or injury.
(e) GIM shall, and shall procure that the Executive shall, accept
appointments to such offices and enter into such agreements as the
Company shall deem reasonably necessary for the proper provision of the
Services.
(f) GIM shall, and shall procure that the Executive shall, disclose
forthwith to the Board of Directors any conflict of interest which may
arise in connection with the performance of the Services as a result of
any other present or future
-45-
<PAGE>
appointment, employment or interest of GIM or the Executive (other than
that which concerns a Group Company).
(g) The Executive shall provide the Services at such place or places as the
Board of Directors may reasonably require.
5. Fee
---
(1) The Company shall pay to GIM a fee to be agreed from time to time ("the
Fee") but so that the maximum fee payable under this sub-clause (exclusive
of Value Added Tax) when aggregated with the Management Fee (exclusive of
Value Added Tax) payable under the Administration, Management and Custody
Agreement (or any administration, management and custody agreement with
whomsoever made superseding that agreement) shall not in any financial
period of the Company exceed one per cent. of Shareholders' Funds of the
Company and its Subsidiary Companies on the last day of the preceding
financial period of the Company.
(2) For the avoidance of doubt, the Company shall not be obliged to provide the
Executive with, or reimburse GIM for the cost of providing the Executive
with medical insurance, life assurance, pension benefits, accident
insurance, permanent health assurance or other benefits except as expressly
provided for in this Agreement.
(3) The Fee shall accrue from day to day and be payable quarterly in advance on
31st January, 30th April, 31st July and 31st October in each year. The
first payment shall be a pro rata part of the quarterly fee for the period
from the date of this Agreement to the next quarter date. GIM shall
reimburse the Company for a pro rata part of any quarterly fee paid in
advance in respect of any period after termination of this Agreement.
(4) The Fee shall be exclusive of any fees receivable by the Executive as a
director of any Group Company.
(5) In addition to the Fee the Company shall pay to GIM a performance fee in
the amount and payable in the manner set out in the Schedule to this
Agreement ("the Performance Fee").
(6) The Company shall pay to the Executive (Pounds)1 per annum (if demanded) as
consideration for his obligations under this Agreement.
6. Expenses
--------
(1) In addition to the Fee and Performance Fee the Company shall reimburse GIM
(on production of such vouchers or other evidence as the Company may
require) the
-46-
<PAGE>
amount of all travelling and other expenses properly and reasonably
incurred by the Executive in the provision of the Services.
(2) The Company shall provide the Executive with reasonably suitable office
accommodation and secretarial assistance at the offices of the Company or
such Group Company as may be appropriate so as to enable the Executive
properly to provide the Services but nothing in this Agreement shall be
construed or have effect as constituting any relationship of landlord or
tenant between the Company and GIM or the Executive and any use of such
office accommodation by GIM or the Executive shall be as bare licensee of
the Company.
7. Holidays
--------
(a) The Company acknowledges that the Executive is entitled to a maximum of
30 Working Days' holiday in every calendar year under his service
agreement with GIM.
(b) GIM and the Executive agree that the Executive will take his holidays
at such times as are convenient to the Company.
8. Confidential Information
------------------------
(a) GIM and the Executive acknowledge that to enable them to provide the
Services and to discharge their responsibilities under this Agreement
the Company, and the Group, will provide them with information relating
to the Group of a highly confidential nature (any and all information
relating to the Company, the Group, and each Group Company, their
respective businesses, activities or customers, including but without
limitation all and any analyses, compilations, forecasts, studies or
other documents, is referred to in this Agreement as "Information").
(b) GIM and the Executive agree that they will adopt all such procedures as
the Company may require and that they will keep confidential all
Information and shall not, without the prior written consent of the
Board of Directors (save as required by law) disclose the Information
in whole or in part other than to the Board of Directors and to the
Company's professional advisers. GIM and the Executive shall not use
the Information other than in connection with the provision of the
Services. Notwithstanding the foregoing, GIM and the Executive agree
not to disclose the Information (save as required by law) to any person
except to the extent necessary to discharge their responsibilities
under this Agreement.
(c) Any document, including without limitation notes, memoranda, diaries,
correspondence, computer disks or copies thereof created by GIM or the
-47-
<PAGE>
Executive in providing the Services shall be and remain the property of
the Company or such Group Company as appropriate and the Company or
such Group Company shall be the absolute beneficial owner of the
copyright in any such document.
(d) GIM and the Executive shall at any time during the continuance of this
Agreement if so required by the Company or any Group Company and in the
event of the termination of this Agreement (whether lawfully or
otherwise) surrender to the Company or such Group Company all original
and copy documents in their possession custody or control belonging to
the Company or Group Company or relating to the business of the Company
or any Group Company together with any other property belonging to the
Company or any Group Company.
(e) The obligations of GIM and the Executive under this Agreement apply to
all and any Information whether the Information was in or comes into
their possession prior to or following this Agreement and such
obligations shall be continuing obligations throughout the continuance
of this Agreement and at all times following its termination.
(f) GIM and the Executive agree to observe the laws and regulations which
may apply in the jurisdictions where the Company and the Group
Companies are located.
(g) GIM and the Executive understand and agree that any breach of their
obligations under this Clause 8 will cause the Company irreparable
injury and that monetary damages will not be an adequate remedy for any
such breach. In the event of any breach or threatened breach by GIM or
the Executive, the Company shall be entitled to injunctive relief in
any court of competent jurisdiction restraining GIM or the Executive
from such breach.
9. Gratuities and Codes of Conduct
-------------------------------
(a) GIM and the Executive shall not directly or indirectly accept any
commission, rebate or other financial benefit from any person who has
or is likely to have a business relationship with any Group Company
without the consent of the Board of Directors.
(b) GIM and the Executive shall comply with all codes of conduct from time
to time adopted by the Company, and with all applicable rules and
regulations of the London Stock Exchange and any other relevant
regulatory authority including (without limitation) the Model Code for
Securities Transactions by Directors of Listed Companies.
-48-
<PAGE>
10. Termination of Appointment
--------------------------
(a) This Agreement shall be for a period of 12 months from the Commencement
Date and shall continue for successive periods of 12 months provided
that GIM or the Company may terminate this Agreement at any time by
giving to the other of them at least 12 months' notice in writing
expiring at any time (whether or not on the anniversary of this
Agreement).
(b) If:
i. the Executive ceases for any reason to be an employee of
GIM;
ii. the Executive becomes of unsound mind or is, or may be,
suffering from mental disorder and either:
(i) he is admitted to hospital for treatment under the Mental Health
Act 1983; or
(ii) an order is made by any competent court for his detention or for
the appointment of a receiver, curator bonis or other person to
exercise powers with respect to his property or affairs;
iii. the Executive is unable properly to perform his duties
under his service agreement with GIM by reason of ill-
health, accident or otherwise for a period or periods
aggregating at least 180 Working Days in any period of 12
consecutive months;
iv. GIM or the Executive fails or neglects efficiently and
diligently to discharge its duties, or GIM or the Executive
is guilty of any breach of their obligations under this
Agreement or any other agreement with a Group Company
(including any consent granted under any of them);
v. GIM or the Executive is guilty of misconduct or suffers any
matter which (by reason of its effect on the Executive's
reputation or otherwise) affects or is likely to affect
prejudicially the interests of the Company or the Group, or
the Executive is convicted of an arrestable offence (other
than a road traffic offence for which a non-custodial
penalty is imposed);
-49-
<PAGE>
vi. the Executive becomes bankrupt or makes any arrangement
or composition with his creditors (other than as a result of
losses relating to his underwriting affairs in the Lloyds
insurance market);
vii. GIM becomes unable to pay its debts as they fall due or
makes any arrangement or composition with its creditors or
an order is made or any effective resolution is passed for
winding-up GIM; or
viii. the Executive is disqualified from being a director of
any company by reason of an order made by any competent
court
the Company may by written notice to GIM terminate this Agreement with
immediate effect but:
(i) any such termination shall be without prejudice to any other rights of
the Company; and
(ii) a notice under sub-clause (c) may be given by the Company to GIM only
within 90 days after the end of any period or periods of disability
referred to in that sub-clause.
(c) On the termination of this Agreement in any way (whether lawfully or
otherwise) the Executive shall immediately resign all offices held by
him in any Group Company (without prejudice to the rights of any party
arising out of this Agreement or the termination of this Agreement)
and if he fails to do so the Company is irrevocably authorised to
appoint some person in his name and on his behalf to do all such
things and execute all such documents as may be necessary, or
incidental to, to give effect to his resignation.
11. Executive not an employee of the Company nor carrying on separate
-----------------------------------------------------------------
investment business
-------------------
(a) Nothing contained in this Agreement shall be construed or have effect
as constituting any relationship of employer and employee between the
Company and the Executive save that, for the purposes of Clause 8 only,
the Executive agrees to be subject to the same status as the employees
of the Company.
-50-
<PAGE>
(b) The Executive shall at all times be an employee of GIM.
(c) GIM shall be responsible for the payment of any wages, Employers'
National Insurance and any other contributions required by law to be
paid by it as employer in relation to the Executive and shall make all
appropriate deductions from the Executive's wages in respect of Income
Tax (PAYE) and Employers' National Insurance contributions and shall
indemnify the Company in respect thereof.
(d) Nothing contained in this Agreement shall be construed or have effect
as either the Executive or GIM carrying on investment business within
the meaning of the Financial Services Act 1986, in particular in
relation to the functions described in Clause 3(3) of this Agreement.
The intent of the parties is that GIM will provide the services of the
Executive but neither GIM nor the Executive shall be treated as
providing independent investment management or advisory services to the
Company.
12. Guarantee
---------
(a) The Executive hereby unconditionally guarantees and undertakes to the
Company that GIM shall duly and punctually observe and perform all the
undertakings, covenants and obligations whatsoever of GIM under this
Agreement to the intent that if GIM shall fail for whatever reason so
to observe and perform any of such undertakings, covenants and
obligations the Executive shall be liable to perform the same in all
respects as if the Executive were principally bound thereby.
(b) No time or other indulgence given by the Company to GIM nor any neglect
failure or forbearance on the part of the Company to enforce the
performance or observance of any of GIM's undertakings, covenants and
obligations under this Agreement shall in any way release or affect the
liability of the Executive hereunder.
13. Indemnity
---------
The Company shall, insofar as it is permitted by any applicable law,
indemnify GIM and the Executive against any costs, claims or liabilities
incurred as a result of the Executive being a director or an officer of any
Group Company or his being held out to any person as a director or officer
of any such company.
-51-
<PAGE>
14. General
-------
(a) Neither GIM nor the Executive shall assign or otherwise transfer any of
its or his rights nor sub-contract or otherwise transfer any of its or
his obligations under this Agreement. If the Company transfers the
whole or a substantial part of its undertaking and property to another
company as part of a reconstruction or amalgamation, the Company may by
written notice to GIM transfer all its rights and obligations under
this Agreement to that other company.
(b) This Agreement shall be governed by and construed in accordance with
English law. The parties irrevocably submit to the jurisdiction of the
English courts.
15. Notices
-------
Any notice to be served under this Agreement may, in the case of the
Company be delivered or sent by first class post to the Company at its
registered office for the time being and, and in the case of GIM or the
Executive, may be delivered to the Executive or sent by first class post to
the Executive's usual or last known place of residence. Notices served by
first class post shall be deemed duly served twenty-four hours after
posting and proof of posting shall be proof of delivery.
IN WITNESS of which each of the parties has executed this Agreement on the date
first mentioned on page 1.
-52-
<PAGE>
SCHEDULE
--------
The Performance Fee
-------------------
The Performance Fee referred to in Clause 5(5) of the Agreement shall be
calculated and payable as follows:
1. As further consideration for the performance of the Services, GIM shall be
entitled to receive on 1st July in each year a Performance Fee which shall
be calculated as the amount equivalent to a percentum of Funds (as
calculated below) of the Company as at 31st March each year (an in respect
of any period, to which this Agreement applies, of less or more than twelve
months the Performance Fee shall be decreased or (as the case may be)
increased in proportion to the amount by which the period in question is
less than 365 days or exceeds 365 days, as the case may be).
2. In the event of any change in the financial year end of the Company from
31st January in any year, the period covered by this Schedule shall be
altered so that any current period the subject of this Schedule shall
expire on the date falling two calendar months after the date of the new
financial year end of the Company and so that:
(a) any such new period covered by this Schedule shall always commence on
the date falling two calendar months and one day after the expiry of the
financial period of the Company;
(b) payment pursuant to paragraph 1 above shall be made on the date falling
six calendar months and one day after the new financial year end date
of the Company;
(c) all references to 31st March in this Schedule shall then be deemed to
apply to the date falling two months after the new financial year end
of the Company; and
(d) in the event of any further change in the financial year end of the
Company the provisions of this sentence shall apply "mutatis mutandis".
3. In addition, if the appointment of GIM under this Agreement terminates
otherwise than on 31st March (or such date on which the relevant twelve
month period ends) GIM shall be entitled to a proportionate part of the fee
which would have been payable to it if the appointment had been effective
during the whole of the twelve month period in question.
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<PAGE>
4. Such percentum will be calculated from the fraction arising in accordance
with the following formula:
(A - 1) x 0.1
- --
(B )
Where
A - Funds at 31st March in any calendar year ("Relevant Year Date")
___________________________________________________________________
Funds at 31st March in the immediately preceding calendar year ("Preceding
Year Date")
the Standard & Poors' rate of exchange of
Composite Index at US$ per (Pounds)1 at the
B - the Relevant Year End Preceding Year Date
--------------------- -------------------
x
the Standard & Poors' rate of exchange of
Composite Index at US$ per (Pounds)1 at the
the Preceding Year Date Relevant Year Date
Provided always that the percentum shall not be less than nil and not
greater than 0.5 per cent.
5. In the event of the issue of new shares, debentures or other loan capital
by the Company for value or in the event of any shares, debentures or other
loan capital of the Company being repaid during the relevant period, item A
shall be adjusted as the Board of Directors may determine and the Company's
auditors shall confirm as fair and reasonable.
6. In the event of any dispute between GIM and the Board of Directors as to
the value to be attributed to the Investments or any of them pursuant to
these provisions the value shall be determined by the auditors of the
Company acting as experts and not as arbitrators and their valuation shall
be final and binding upon the parties and the provisions of paragraph 7
below shall apply to the calculation of the Performance Fee.
7. For the purposes of this Schedule the expression "Funds" shall mean the
amount of the nominal capital of the Company for the time being issued and
paid up or
-54-
<PAGE>
credited as paid up and the amounts standing to the credit of the
consolidated capital and revenue reserves (including without limitation
share premium account, capital redemption reserve fund and profit and loss
account) of the Company and its subsidiaries at the dat on which the
calculation is required to be made based on the last audited balance sheet
of the Company but after making such adjustments as may be necessary to
reflect:
(a) realised profits or losses arising in respect of the period from the
date of the last audited balance sheet to the date of the calculation;
(b) the Board of Directors' valuation of all unquoted investments on such
date of calculation in accordance with a statement of value prepared
for and approved by the Board of Directors in accordance with
procedures and on a basis reviewed by the Company's auditors;
(c) the payment of any dividend or the making of any other distribution to
shareholders of the Company.
8. Subject to the provisions of this Schedule the Performance Fee shall be
paid on 1st July in respect of the twelve month period commencing on 1st
April in the preceding calendar year and ending on 31st March in the
current calendar year.
-55-
<PAGE>
SIGNED by H. Gittes ) /s/ H. Gittes
on behalf of CONSOLIDATED )
VENTURE TRUST PLC )
in the presence of: )
SIGNED by C.H.B. Mills ) /s/ Christopher Mills
on behalf of GROWTH INVESTMENT )
MANAGEMENT LIMITED )
in the presence of: )
SIGNED by CHRISTOPHER HARWOOD ) /s/ Christopher Mills
BERNARD MILLS )
in the presence of: )
(E13971013)
-56-
<PAGE>
ADMINISTRATION, MANAGEMENT
AND CUSTODY AGREEMENT
BETWEEN
NASCIT AND J O HAMBRO & PARTNERS
-57-
<PAGE>
DATED 7th January 1993
----------------------
CONSOLIDATED VENTURE TRUST PLC
and
J O HAMBRO & PARTNERS LIMITED
_____________________________________________________________
ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT
______________________________________________________________
Allen & Overy
London
-58-
<PAGE>
THIS AGREEMENT is made on 7th January 1993 BETWEEN:
(1) CONSOLIDATED VENTURE TRUST PLC of 11 Devonshire Square, London EC2M 4YR
(the "Company"); and
-------
(2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H 9AL (the
"Manager").
-------
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
--------------
(1) In this Agreement:
"Board"
-----
means the Board of Directors of the Company, or a committee thereof or
(where the context so admits) a Director of the Company, duly authorised;
"IMRO"
----
means the Investment Management Regulatory Organisation Limited or its
successors from time to time;
"IMRO Rules"
----------
means the rules of IMRO from time to time applicable;
"Investments"
-----------
includes any asset, right or interest falling within any paragraph in Part
I of Schedule I to the Financial Services Act 1986 and any other asset,
right or interest in respect of property of any kind and, without prejudice
to the foregoing, wherever situate and whether or not producing income;
"Portfolio"
---------
means the Investments from time to time owned by the Company;
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<PAGE>
"Secondment Services Agreement"
-----------------------------
means an Agreement made on or about the same date as this agreement between
the Company, Growth Investment Management Limited ("GIM") and Christopher
Harwood Bernard Mills;
"Stock Exchange"
--------------
means The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited;
"subsidiary"
----------
shall have the meaning ascribed thereto by Section 736 of the Companies Act
1985.
(2) References to persons include bodies corporate and unincorporated
associations and references to companies include any bodies corporate.
(3) Any reference to a statutory provision includes any statutory modification
or re-enactment of it for the time being in force.
(4) Subclauses (1) to (3) above apply unless the contrary intention appears.
(5) The headings in this Agreement do not affect its construction.
(6) References to amounts payable by the Company shall be exclusive of value
added tax thereon so that value added tax shall be payable in addition if
and to the extent chargeable.
2. Appointment
-----------
The Company hereby appoints the Manager to be the investment manager and
administrator of the Company to provide the services and facilities
mentioned below with effect from the date of execution of this Agreement,
such appointment to continue (unless previously terminated under Clause 11
below) until terminated by either party upon the expiry of not less than 12
months' written notice given to the other.
3. Investment Management
---------------------
(1) The Manager shall undertake with regard to such Investments as may from
time to time be notified to and agreed with the Manager (the "Relevant
Investments"), the duties normally performed by investment managers,
subject to the policy directions and overall guidelines from time to time
notified to the Manager by the Board, and in particular but without in any
way prejudicing the generality of the foregoing shall on behalf of the
Company:
-60-
<PAGE>
(a) keep under constant review the Relevant Investments from time to time
held by the Company;
(b) be entitled (at its absolute discretion and without obtaining the prior
written permission of the Company) to withdraw deposits, to effect
purchases and sales and other transactions in respect of Relevant
Investments and subscriptions to issues of Relevant Investments, to
enter into underwriting commitments in relation to Relevant Investments
on behalf of the Company and otherwise to invest, realise and re-invest
the Portfolio in relation to Relevant Investments and exercise all
rights attaching to Relevant Investments comprised therein and in each
such case to charge the amounts payable to the Portfolio;
(c) search out and evaluate investment opportunities in Relevant
Investments for the Company;
(d) analyse the progress of companies in which the Company has made
Relevant Investments;
(e) submit to the Board such reports and information regarding Relevant
Investments as the Board shall reasonably require; and
(f) recommend to the Board any future developments or changes to the
investment policy of the Company which the Manager may consider to be
advisable.
(2) The Board shall procure that Christopher Mills consults with the Manager
prior to making investment decisions on behalf of the Company relating to
unlisted investments. If the Manager objects to any such investment
decision by Christopher Mills it may notify the Board and the Board shall
use reasonable endeavours to convene a Board Meeting to consider the matter
prior to the proposed investment decision being implemented.
4. Administration and other facilities
-----------------------------------
The Manager shall provide the Company with the following services and
facilities:
(a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or such
other office as may be agreed by the Company with the Manager and such
office shall be used as the registered and principal office of the
Company and there shall be available there a suitable room (upon the
giving of not less than five days' prior notice or such shorter notice
as may be agreed from time to time) for the holding of meetings of the
Board but nothing in this Agreement shall be construed, or have effect
as constituting the relationship of landlord and tenant between
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<PAGE>
the Manager and the Company and the Company shall be a bare licensee of
the Manager;
(b) all financial, accountancy, secretarial, clerical and other
administrative services of any kind necessary for the conduct of the
affairs of the Company;
(c) keeping on behalf of the Company such books, records and statements to
give a complete record of all transactions carried out by the Company
in relation to the investment, realisation and re-investment of the
Portfolio and such other books, records and statements as may be
required to give a complete record of all other transactions carried
out by the Company and as will enable the Company to publish yearly and
half-yearly the report and accounts of the Company as required by the
regulations of The Stock Exchange;
(d) acting as Secretary to the Company, attending all meetings of the Board
and performing all the duties reasonably expected of a Company
Secretary including liaison with The Stock Exchange, preparation and
delivery of returns of The Registrar of Companies and the maintenance
of all statutory books other than the register of members;
(e) all necessary equipment and personnel with a proper and adequate
standard of proficiency and experience to enable the Manager to carry
out its functions under this Agreement; and
(f) the Manager shall permit such of its employees (if any) as the Company
may reasonably request to be Directors of the Company.
5. Ancillary Powers of Manager
---------------------------
The Manager may on behalf of the Company in respect of Relevant
Investments:
(a) issue orders and instructions to the Company's bankers and custodians
with respect to the disposition of securities and moneys of the Company
provided always that any such disposition shall at all times be subject
to and effected in accordance with the arrangements for the time being
in force between the Company and its bankers and custodians;
(b) exercise any voting rights attached to the securities included in the
Investments in pursuance of the policy agreed and established by the
Board from time to time; and
-62-
<PAGE>
(c) issue instructions to and consult the auditors and legal advisers of
the Company regarding any matter or thing relating to Investments
including (where the Board thinks fit) institution of legal
proceedings.
6. Further obligations of the Manager
----------------------------------
(1) The Manager shall, and shall procure that its representatives, employees
and delegates shall, obey and comply with all lawful orders and directions
in relation to the Manager's obligations under this Agreement given to it
or them from time to time by the Board and shall observe and comply with
the Memorandum and Articles of Association of the Company as from time to
time amended and with all resolutions of the Board or the Company of which
they are informed.
(2) In particular, all activities engaged in by the Manager or any
representative, employee or delegate of the Manager on behalf of the
Company shall at all times be subject to the overall control of and review
by the Board and without limiting the generality of the foregoing the Board
shall set out the investment policy of the Company specifying the manner in
which it wishes the Manager to give effect to such policies.
(3) The Board shall instruct the Manager as to the exercise of the voting
rights attached to the securities in the Portfolio and may:
(a) prohibit the Manager from investing for the account of the Company in
any particular security or class of securities;
(b) require the Manager to sell any security or class of securities or
(subject to the availability of funds) to purchase any security or
class of securities; and
(c) withdraw any part of the assets of the Company from the management of
the Manager (but without thereby reducing the fee payable to the
Manager under this Agreement) for any reason whatsoever.
7. Custody
-------
(1) Unless it receives contrary instructions from the Company, the Manager
shall make arrangements for the safekeeping of all cash, securities or
other assets in the Portfolio for the account of the Company in
accordance with this Clause 7 provided that the obligations of the
Manager under this Clause 7 shall not apply in relation to any cash or
other assets of the Company until the cash or assets concerned have
been made available to the Manager following execution of this
Agreement. Insofar as the Manager holds assets comprised in the
Portfolio (or documents of title relating to such assets), it shall do
so separately from its own assets and on trust for the Company.
-63-
<PAGE>
(2) The Manager shall arrange for (i) any uninvested cash to be held in the
Company's name in one or more accounts with Bank of Scotland or other first
class banks approved by the Company and (ii) all securities to be held in
custody accounts in the Company's name at Bank of Scotland or other
reputable custodians approved by the Company.
(3) The Manager shall make arrangements for:
(a) the collection of all income and principal with respect to the
Portfolio and credit cash receipts to the bank accounts referred to
above;
(b) the exchange of securities where the exchange is purely ministerial
(including the exchange of temporary securities for those in definitive
form and the exchange of warrants for, or other documents of
entitlement to securities for, the securities themselves);
(c) the surrender of securities at maturity or when called for redemption
against payment therefor.
(4) The Manager shall notify any bank or custodian holding property comprised
in the Portfolio that it is not the Manager's property.
(5) The Manager shall have no right of lien or set-off or any right of
retention with respect to any Investments held in the Portfolio.
(6) All proxies or similar requests for consent and all notices (other than of
a routine or immaterial nature) received by the manager relating to
securities held in the Portfolio are to be forwarded to the Company or are
to be dealt with in accordance with instructions given by the Company from
time to time.
8. Management charge and expenses
------------------------------
(1) The Company shall pay to the Manager in respect of each financial period of
the Company a fee for its services the amount of which shall be equal to
the difference between (a) 1% of Shareholders Funds (as defined in the
Secondment Services Agreement in its original form) of the Company and its
subsidiaries on the last day of the preceding financial period of the
Company and (b) the amount of the Fee payable to GIM pursuant to Clause
5(1) of the Secondment Services Agreement in respect of that financial
period provided that the amount of the fee payable to the Manager pursuant
to this sub-clause in respect of any financial period of the Company shall
not be less than (Pounds)75,000.
(2) In addition, the Company shall pay to the Manager a transaction fee of
(Pounds)200 per transaction effected for the Portfolio by the Manager, as
evidenced by a contract note.
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<PAGE>
(3) The Company shall bear the expenses of any kind incurred by or on behalf of
the Manager in the carrying out of its duties and the provision of services
and facilities hereunder, save for telex, telephone and other routine
communication charges and the costs of providing normal office
accommodation and secretarial and clerical staff for the normal performance
of those duties.
(4) The fee payable pursuant to sub-clause (1) of this Clause 8 shall be paid
to the Manager by the Company (unless otherwise agreed) in quarterly
instalments in arrears on 30th April, 31st July, 31st October and 31st
January in each year (in this sub-clause referred to as "Payment Dates")
but if the amount of the fee in respect of any financial period is not
ascertained by 30th April in that financial period, the Company shall pay
to the Manager (Pounds)18,750 on each of the Payment Dates and upon the
amount of the fee being ascertained the Company shall pay any further
amount due to the Manager in equal instalments on the Payment Dates
provided that any instalment in respect of a Payment Date that has already
passed shall be immediately payable to the Manager (and a pro rata fee
shall be payable for any part of a quarter for which this Agreement is in
force).
(5) The Manager shall also be entitled to additional fees, calculated on a time
basis, for services provided in connection with any transactions involving
the Company and/or any of its subsidiaries outside the ordinary course of
business including in particular any issue of shares, debentures or other
securities or any reorganisation, redemption, consolidation, sub-division
or other alteration of capital or any takeover, acquisition or disposal of
or by the Company and/or any of its subsidiaries.
(6) An amount equal to any amount payable to the Manager pursuant to this
Clause shall be paid by the Company to the Manager promptly after delivery
to the Company by the Manager of an invoice giving reasonable details in
respect thereof. Notwithstanding the foregoing, the Manager shall be
entitled, without delivery of an invoice as aforesaid, to charge any such
amount to the Portfolio subject to notifying the Company in writing of the
amount thereof promptly thereafter.
9. Subsidiaries
------------
If the Company has at any time one or more subsidiaries then, unless
otherwise directed by the Board, the Manager shall in addition provide the
same services to such subsidiaries as it provides hereunder to the Company.
10. Freedom to act
--------------
The services of the Manager to the Company under this Agreement shall not
be exclusive and the Manager shall be free to render similar services to
others and nothing in this Agreement shall preclude the Manager from having
dealings with or on behalf of the Company either on its own account or on
account of its clients or others or make it
-65-
<PAGE>
accountable to the Company in respect of any product or commission from any
such dealings.
11. Termination
-----------
(1) If:
(a) either party shall commit any substantial or continuing material breach
of this Agreement and (where such breach is capable of remedy) fail to
remedy such a breach within thirty days of being given written notice
of it by the other party; or
(b) either party shall have a receiver or administrator appointed over the
whole or any party of their assets or a resolution is passed or an
order made for the winding-up of such party other than as mentioned in
sub-clause (2) below;
the other party shall be entitled to terminate the appointment under this
Agreement forthwith by giving written notice of termination to such party.
(2) On termination of the appointment of the Manager, the Manager shall be
entitled to receive all fees and other money accrued due up to the date of
such termination but shall not be entitled to compensation in respect of
termination (except where such appointment is terminated by the Manager in
accordance with sub-clause (1)(a) of this Clause or by the Company in
breach of Clause 2) and the Manager shall deliver to the Company or as it
shall direct, all books of account, records, registers, correspondence,
documents and assets belonging to the Company or any subsidiary in
possession of or under the control of the Manager and take all necessary
steps to vest in the Company any assets previously held in the name of or
to the order of the Manager on behalf of the Company or any subsidiary.
(3) The Manager shall also be entitled to terminate its appointment on giving
four months' notice to the Company if either the Board fails to procure
that Christopher Mills consults with the Manager in accordance with Clause
3(2) or if the Manager has objected to an investment proposed by
Christopher Mills and has given notice to the Board under Clause 3(2), but
the Board has approved the proposal.
12. Confidentiality and records
---------------------------
(1) Neither party shall during the continuance of this Agreement or after its
termination disclose to any person, firm or company whatsoever (except with
the authority of the other party or unless ordered to do so by The Stock
Exchange, the Panel on Takeovers and Mergers or by a regulatory body or
court of competent jurisdiction) any information relating to the business,
Portfolio, finances or other matters of a
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<PAGE>
confidential nature of the other party of which it may in the course of its
duties under this Agreement or otherwise become possessed and each party
shall use all reasonable endeavours to prevent any such disclosure.
(2) All books, statistical records, accounts, contract notes, correspondence
and other documents relating to the business and affairs of the Company
shall be the exclusive property of the Company and the Manager shall when
reasonably requested produce the same to the Company or its employees,
agents or auditors together with any information within the knowledge of
the Manager in relation thereto.
13. Reports and valuations
----------------------
(1) The Manager shall provide the Company with regular monthly statements and
valuations in respect of the Portfolio as at dates selected by the Company
provided that the Company shall supply valuations to the Manager in respect
of unlisted investments (not being Relevant Investments). The valuations
provided by the manager shall be in accordance with procedures and on a
basis reviewed by the Company's auditors and as required by law or the
regulations of The Stock Exchange. The reference currency will be pounds
sterling for such documents.
(2) Statements of the contents of the Portfolio prepared in accordance with the
IMRO Rules will be provided on a quarterly basis in respect of quarterly
periods of account.
14. Notices
-------
Any notice to be given under this Agreement may be served personally or by
post at the registered office of the party to be served and in the case of
service of first class post shall be deemed duly served twenty-four hours
after posting and proof of posting shall be proof of delivery.
15. Liability and Indemnity
-----------------------
(1) Subject to the terms of this Agreement, the Manager shall be under no
liability to the Company for any loss, costs or damages which may arise in
connection with the conduct of its duties hereunder or the custody of the
Investments or for any depreciation in the value of any Investments or
their safe custody unless due to wilful default or negligence on its part.
(2) The Company shall indemnify the Manager and keep it indemnified against any
costs, claims, demands or proceedings made by any person and in any way
arising from its appointment hereunder unless due to wilful default or
negligence on its part. The Manager agrees promptly to inform the Company
in writing of any event which comes
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<PAGE>
to its notice as a result of which the Company might become liable to
indemnify the Manager under this Clause.
16. Assignment
----------
Neither party hereto shall be entitled to assign or otherwise part with any
interest in this Agreement unless the prior written consent of the other
has been obtained except that, if either party transfers the whole or a
substantial part of its undertaking and property to another company as part
of a reconstruction or amalgamation, that party may by written notice to
the other transfer all its rights and obligations under this Agreement to
that other company.
17. Governing law
-------------
This Agreement is governed by and shall be construed in accordance with the
laws of England to the jurisdiction of whose Courts the parties irrevocably
submit.
IN WITNESS of which each of the parties has executed this Agreement on the date
first mentioned on page 1.
SIGNED by H. Gittes )
) /s/ H. Gittes
on behalf of CONSOLIDATED )
VENTURE TRUST PLC in the )
presence of: )
SINGED by R.C.O. Hellyer )
) /s/ R.C.O. Hellyer
on behalf of J O HAMBRO & )
PARTNERS LIMITED )
in the presence of: )
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<PAGE>
ADMINISTRATION, MANAGEMENT
AND CUSTODY AGREEMENT
BETWEEN
AMERICAN OPPORTUNITY TRUST
AND J O HAMBRO & PARTNERS
-69-
<PAGE>
Dated 7th January 1993
----------------------
LEVERAGED OPPORTUNITY TRUST PLC
and
J O HAMBRO & PARTNERS LIMITED
ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT
Allen & Overy
London
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<PAGE>
THIS AGREEMENT is made on 7th January 1993 BETWEEN:
(1) LEVERAGED OPPORTUNITY TRUST PLC of 11 Devonshire Square, London EC2M 4YR
(the "Company"); and
-------
(2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H 9AL (the
"Manager").
-------
NOW IT IS HEREBY AGREED as follows:
1. Interpretation
--------------
(1) In this Agreement:
"Board"
-----
means the Board of Directors of the Company, or a committee thereof or
(where the context so admits) a Director of the Company, duly authorized;
"IMRO"
----
means the Investment Management Regulatory Organization Limited or its
successors from time to time;
"IMRO Rules"
----------
means the rules of IMRO from time to time applicable;
"Investments"
-----------
includes any asset, right or interest falling within any paragraph in Part
I of Schedule I to the Financial Services Act 1986 and any other asset,
right or interest in respect of property of any kind and, without prejudice
to the foregoing, wherever situate and whether or not producing income;
"Portfolio"
---------
means the Investments from time to time owned by the Company;
"Stock Exchange"
--------------
means The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited;
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<PAGE>
"subsidiary"
----------
shall have the meaning ascribed thereto by Section 736 of the Companies Act
1985.
(2) References to persons include bodies corporate and unincorporated
associations and references to companies include any bodies corporate.
(3) Any reference to a statutory provision includes any statutory modification
or re-enactment of it for the time being in force.
(4) Subclauses (1) to (3) above apply unless the contrary intention appears.
(5) The headings in this Agreement do not affect its construction.
(6) References to amounts payable by the Company shall be exclusive of value
added tax thereon so that value added tax shall be payable in addition if
and to the extent chargeable.
2. Appointment
-----------
The Company hereby appoints the Manager to be the investment manager and
administrator of the Company to provide the services and facilities
mentioned below with effect from the date of execution of this Agreement,
such appointment to continue (unless previously terminated under Clause 11
below) until terminated by either party upon the expiry of not less than
two years' written notice given to the other.
3. Investment Management
---------------------
(1) The Manager shall undertake with regard to such Investments as may from
time to time be notified to and agreed with the Manager (the "Relevant
Investments"), the duties normally performed by investment managers,
subject to the policy directions and overall guidelines from time to time
notified to the Manager by the Board, and in particular but without in any
way prejudicing the generality of the foregoing shall on behalf of the
Company:
(a) keep under constant review the Relevant Investments from time to time
held by the Company;
(b) be entitled (at its absolute discretion and without obtaining the
prior written permission of the Company) to withdraw deposits, to
effect purchases and sales and other transactions in respect of
Relevant Investments and subscriptions to issues of Relevant
Investments, to enter into underwriting commitments in relation to
Relevant Investments on behalf of the Company and otherwise to
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<PAGE>
invest, realise and re-invest the Portfolio in relation to Relevant
Instruments and exercise all rights attaching to Relevant Investments
comprised therein and in each such case to charge the amounts payable
to the Portfolio;
(c) search out and evaluate investment opportunities in Relevant
Investments for the Company;
(d) analyse the progress of companies in which the Company has made
Relevant Investments;
(e) submit to the Board such reports and information regarding Relevant
Investments as the Board shall reasonably require; and
(f) recommend to the Board any future developments or changes to the
investment policy of the Company which the Manager may consider to be
advisable.
(2) The Board shall procure that Christopher Mills consults with the Manager
prior to making investment decisions on behalf of the Company relating to
unlisted investments. If the Manager objects to any such investment
decisions proposed by Christopher Mills it may notify the Board and the
Board shall use reasonable endeavours to convene a Board meeting to
consider the matter prior to the proposed investment decision being
implemented.
4. Administration and other facilities
-----------------------------------
The Manager shall provide the Company with the following services and
facilities:
(a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or such
other office as may be agreed by the Company with the Manager and such
office shall be used as the registered and principal office of the
Company and there shall be available there a suitable room (upon the
giving of not less than five days' prior notice or such shorter notice
as may be agreed from time to time) for the holding of meetings of the
Board but nothing in this Agreement shall be construed or have effect
as constituting the relationship of landlord and tenant between the
Manger and the Company and the Company shall be a bare licensee of the
Manager;
(b) all financial, accountancy, secretarial, clerical and other
administrative services of any kind necessary for the conduct of the
affairs of the Company;
(c) keeping on behalf of the Company such books, records and statements to
give a complete record of all transactions carried out by the Company
in relation to the investment, realisation and re-investment of the
Portfolio and such other books,
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<PAGE>
records and statements as may be required to give a complete record of
all other transactions carried out by the Company and as will enable
the Company to publish yearly and half-yearly the report and accounts
of the Company as required by the regulations of The Stock Exchange;
(d) acting as Secretary to the Company, attending all meetings of the
Board and performing all the duties reasonably expected of a Company
Secretary including liaison with The Stock Exchange, preparation and
delivery of returns of The Registrar of Companies and the maintenance
of all statutory books other than the register of members;
(e) all necessary equipment and personnel with a proper and adequate
standard of proficiency and experience to enable the Manger to carry
out its functions under this Agreement; and
(f) the Manager shall permit such of its employees (if any) as the Company
may reasonably request to be Directors of the Company.
5. Ancillary Powers of Manager
---------------------------
The Manager may on behalf of the Company in respect of Relevant
Investments:
(a) issue orders and instructions to the Company's bankers and custodians
with respect to the disposition of securities and moneys of the
Company provided always that any such disposition shall at all times
be subject to and effected in accordance with the arrangements for the
time being in force between the Company and its bankers and
custodians;
(b) exercise any voting rights attached to the securities included in the
Investments in pursuance of the policy agreed and established by the
Board from time to time; and
(c) issue instructions to and consult the auditors and legal advisers of
the Company regarding any matter or thing relating to Investments
including (where the Board thinks fit) institution of legal
proceedings.
6. Further obligations of the Manager
----------------------------------
(1) The Manager shall, and shall procure that its representatives, employees
and delegates shall, obey and comply with all lawful orders and directions
in relation to the Manager's obligations under this Agreement given to it
or them from time to time by the Board and shall observe and comply with
the Memorandum and Articles of
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<PAGE>
Association of the Company as from time to time amended and with all
resolutions of the Board or the Company of which they are informed.
(2) In particular, all activities engaged in by the Manager or any
representative, employee or delegate of the Manager on behalf of the
Company shall at all times be subject to the overall control of and review
by the Board and without limiting the generality of the foregoing the Board
shall set out the investment policy of the Company specifying the manner in
which it wishes the Manger to give effect to such policies.
(3) The Board shall instruct the Manager as to the exercise of the voting
rights attached to the securities in the Portfolio and may:
(a) prohibit the Manager from investing for the account of the Company in
any particular security or class of securities;
(b) require the Manager to sell any security or class of securities or
(subject to the availability of funds) to purchase any security or
class of securities; and
(c) withdraw any part of the assets of the Company from the management of
the Manager (but without thereby reducing the fee payable to the
Manager under this Agreement) for any reason whatsoever.
7. Custody
-------
(1) Unless it receives contrary instructions from the Company, the Manager
shall make arrangements for the safekeeping of all cash, securities or
other assets in the Portfolio for the account of the Company in accordance
with this Clause 7 provided that the obligations of the Manager under this
Clause 7 shall not apply in relation to any cash or other assets of the
Company until the cash or assets concerned have been made available to the
Manager following execution of this Agreement. Insofar as the Manager
holds assets comprised in the Portfolio (or documents of title relating to
such assets), it shall do so separately from its own assets and on trust
for the Company.
(2) The Manager shall arrange for (i) any uninvested cash to be held in the
Company's name in one or more accounts with Bank of Scotland or other first
class banks approved by the Company and (ii) all securities to be held in
custody accounts in the Company's name at Bank of Scotland or other
reputable custodians approved by the Company.
(3) The Manager shall make arrangements for:
(a) the collection of all income and principal with respect to the
Portfolio and credit cash receipts to the bank accounts referred to
above;
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<PAGE>
(b) the exchange of securities where the exchange is purely ministerial
(including the exchange of temporary securities for those in
definitive form and the exchange of warrants for, or other documents
of entitlement to securities for, the securities themselves);
(c) the surrender of securities at maturity or when called for redemption
against payment therefor.
(4) The Manager shall notify any bank or custodian holding property comprised
in the Portfolio that it is not the Manager's property.
(5) The Manager shall have no right of lien or set-off or any right of
retention with respect to any Investments held in the Portfolio.
(6) All proxies or similar requests for consent and all notices (other than of
a routine or immaterial nature) received by the Manager relating to
securities held in the Portfolio are to be forwarded to the Company or are
to be dealt with in accordance with instructions given by the Company from
time to time.
8. Management charge and expenses
------------------------------
(1) The Company shall pay to the Manager as remuneration for the provision of
its services hereunder a fee payable annually in arrears on 31st December
in each year and calculated at the rate of 0.25 per cent per annum (plus
value added tax) by reference to the Net Asset Value (calculated on a
gross assets basis) as at 30th September, the first such payment, being a
pro rata part of the annual fee, to be made on 31st December 1993 in
respect of the period from the date of this Agreement to 30th September,
1993. On termination of this Agreement a pro rata fee shall be payable for
any part of the year to 30th September for which this Agreement is in
force, payable on the 31st December next following termination.
(2) The Company shall bear the expenses of any kind incurred by or on behalf of
the Manager in the carrying out of its duties and the provision of services
and facilities hereunder, save for telex, telephone and other routine
communication charges and the costs of providing normal office
accommodation and secretarial and clerical staff for the normal performance
of those duties.
(3) The Manager shall also be entitled to additional fees, calculated on a time
basis, for services provided in connection with any transactions involving
the Company and/or any of its subsidiaries outside the ordinary course of
business including in particular any issue of shares, debentures or other
securities or any reorganization, redemption, consolidation, sub-division
or other alteration of capital or any takeover, acquisition or disposal of
or by the Company and/or any of its subsidiaries.
-76-
<PAGE>
(4) An amount equal to any amount payable to the Manager pursuant to this
Clause shall be paid by the Company to the Manager promptly after delivery
to the Company by the Manager of an invoice giving reasonable details in
respect thereof. Notwithstanding the foregoing, the Manager shall be
entitled, without delivery of an invoice as aforesaid, to charge any such
amount to the Portfolio subject to notifying the Company in writing of the
amount promptly thereafter.
(5) For the purpose of this Clause 8 "Net Asset Value" shall mean the amount of
the fixed and current tangible assets of the Company (other than shares in
its subsidiaries) and its subsidiaries after deducting therefrom an amount
equal to the current liabilities and the borrowings or other indebtedness
in the nature of borrowings (except for borrowings repayable after an
initial term of more than three years) of the Company and its subsidiaries
as reasonably determined by the Manager.
9. Subsidiaries
------------
If the Company has at any time one or more subsidiaries then, unless
otherwise directed by the Board, the Manager shall in addition provide the
same services to such subsidiaries as it provides hereunder to the Company.
10. Freedom to act
--------------
The services of the Manager to the Company under this Agreement shall not
be exclusive and the Manager shall be free to render similar services to
others and nothing in this Agreement shall preclude the Manager from having
dealings with or on behalf of the Company either on its own account or on
account of its clients or others or make it accountable to the Company in
respect of any profit or commission from any such dealings.
11. Termination
-----------
(1) If:
(a) either party shall commit any substantial or continuing material
breach of this Agreement and (where such breach is capable of remedy)
fail to remedy such a breach within thirty days of being given written
notice of it by the other party; or
(b) either party shall have a receiver or administrator appointed over the
whole or any part of their assets or a resolution is passed or an
order made for the winding-up of such party other than as mentioned in
sub-clause (2) below,
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<PAGE>
the other party shall be entitled to terminate the appointment under this
Agreement forthwith by giving written notice of termination to such party.
(2) On termination of the appointment of the Manager, the Manager shall be
entitled to receive all fees and other money accrued due up to the date of
such termination but shall not be entitled to compensation in respect of
termination (except where such appointment is terminated by the Manager in
accordance with sub-clause (1)(a) of this Clause or by the Company in
breach of Clause 2) and the Manager shall deliver to the Company or as it
shall direct, all books of account, records, registers, correspondence,
documents and assets belonging to the Company or any subsidiary in
possession of or under the control of the Manager and take all necessary
steps to vest in the Company any assets previously held in the name of or
to the order of the Manager on behalf of the Company or any subsidiary.
(3) The Manager shall also be entitled to terminate its appointment on giving
four months' notice to the Company if either the Board fails to procure
that Christopher Mills consults with the Manager in accordance with Clause
3(2) or if the Manager has objected to an investment proposed by
Christopher Mills and has given notice to the Board under Clause 3(2), but
the Board has approved the proposal.
12. Confidentiality and records
---------------------------
(1) Neither party shall during the continuance of this Agreement or after its
termination disclose to any person, firm or company whatsoever (except with
the authority of the other party or unless ordered to do so by The Stock
Exchange, the Panel on Takeovers and Mergers or by a regulatory body or
court of competent jurisdiction) any information relating to the business,
Portfolio, finances or other matters of a confidential nature of the other
party of which it may in the course of its duties under this Agreement or
otherwise become possessed and each party shall use all reasonable
endeavors to prevent any such disclosure.
(2) All books, statistical records, accounts, contract notes, correspondence
and other documents relating to the business and affairs of the Company
shall be the exclusive property of the Company and the Manager shall when
reasonably requested produce the same to the Company or its employees,
agents or auditors together with any information within the knowledge of
the Manager in relation thereto.
13. Reports and valuations
----------------------
(1) The Manager shall provide the Company with regular monthly statements and
valuations in respect of the Portfolio as at dates selected by the Company
provided that the Company shall supply valuations to the Manager in respect
of unlisted investments (not being Relevant Investments). The valuations
provided by the Manager shall be in
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<PAGE>
accordance with procedures and on a basis reviewed by the Company's
auditors and as required by law or the regulations of The Stock Exchange.
The reference currency will be pounds sterling for such documents.
(2) Statements of the contents for the Portfolio prepared in accordance with
the IMRO Rules will be provided on a quarterly basis in respect of
quarterly periods of account.
14. Notices
-------
Any notice to be given under this Agreement may be served personally or by
post at the registered office of the party to be served and in the case of
service of first class post shall be deemed duly served twenty-four hours
after posting and proof of posting shall be proof of delivery.
15. Liability and Indemnity
-----------------------
(1) Subject to the terms of this Agreement, the Manager shall be under no
liability to the Company for any loss, costs or damages which may arise in
connection with the conduct of its duties hereunder or the custody of the
Investments or for any depreciation in the value of any Investments or
their safe custody unless due to wilful default or negligence on its part.
(2) The Company shall indemnify the Manager and keep it indemnified against any
costs, claims, demands or proceedings made by any person and in any way
arising from its appointment hereunder unless due to wilful default or
negligence on its part. The Manager agrees promptly to inform the Company
in writing of any event which comes to its notice as a result of which the
Company might become liable to indemnify the Manager under this Clause.
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<PAGE>
16. Assignment
----------
Neither party hereto shall be entitled to assign or otherwise part with any
interest in this Agreement unless the prior written consent of the other
has been obtained except that, if either party transfers the whole or a
substantial part of its undertaking and property to another company as part
of a reconstruction or amalgamation, that party may by written notice to
the other transfer all its rights and obligations under this Agreement to
that other company.
17. Governing law
-------------
This Agreement is governed by and shall be construed in accordance with the
laws of England to the jurisdiction of whose Courts the parties irrevocably
submit.
IN WITNESS of which each of the parties has executed this Agreement on the date
first mentioned on page 1.
SIGNED by J.J. Nelson )
) /s/ James J. Nelson
on behalf of )
LEVERAGED OPPORTUNITY TRUST PLC )
in the presence of: )
SIGNED by R.C.O. Hellyer )
) /s/ R.C.O. Hellyer
on behalf of )
J O HAMBRO & PARTNERS LIMITED )
in the presence of: )
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<PAGE>
POWER OF ATTORNEY
-81-
<PAGE>
POWER OF ATTORNEY
-----------------
This general Power of Attorney is made this ninth day of July 1997 by
Christopher Harwood Bernard Mills.
I hereby appoint Claudia Margaret Cecil Perkins of 10 Park Place, London SW1A
1LP to be my attorney whereby she is empowered to sign on my behalf all
documents required for the proper conduct of the businesses of J O Hambro &
Partners Limited, North Atlantic Smaller Companies Investment Trust Plc and its
subsidiaries, American Opportunity Trust PLC and its subsidiaries, Growth
Financial Services Limited and Eveswise Ltd Retirement & Death Scheme. This
Power shall include but not be limited to authorising all statutory, regulatory
and other legal submissions which may be required to be made by any of the above
companies.
IN WITNESS WHEREOF I have hereunto set my hand and seal the day and year first
above written:
Signed, Sealed and Delivered )
By the above named ) /s/ Christopher Harwood Bernard Mills
CHRISTOPHER HARWOOD BERNARD MILLS )
in the presence of: )
Maureen O'Hara
10 Park Place
London
SW1A 1LP
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<PAGE>
JOINT FILING AGREEMENT
-83-
<PAGE>
JOINT FILING AGREEMENT
The undersigned hereby agree to the Statement on Schedule 13D dated April 4,
2000 with respect to the shares of common stock, without par value, of Lesco,
Inc. and any further amendments thereto executed by each or any of us shall be
filed on behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
This Agreement may be executed in separate counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
Date: April 3, 2000 J O HAMBRO CAPITAL MANAGEMENT
(HOLDINGS) LIMITED
By: /s/ R.G. Barrett
-------------------------------------
Name: R.G. Barrett
Title: Director
Date: April 3, 2000 J O HAMBRO CAPITAL MANAGEMENT
LIMITED
By: /s/ R.G. Barrett
-------------------------------------
Name: R. G. Barrett
Title: Director
Date: April 3, 2000 AMERICAN OPPORTUNITY TRUST PLC
By: J O Hambro Capital Management Limited
Its investment advisor
By: /s/ R.G. Barrett
-------------------------------------
Name: R. G. Barrett
Title: Director
Date: April 3, 2000 CHRISTOPHER MILLS
By: /s/ C.H.B. Mills
-------------------------------------
C.H.B. Mills
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<PAGE>
Date: April 3, 2000 THE TRIDENT NORTH ATLANTIC FUND
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.G. Barrett
-----------------------------------
Name: R. G. Barrett
Title: Director
Date: April 3, 2000 GROWTH FINANCIAL SERVICES
LIMITED
By: /s/ C.H.B. Mills
-----------------------------------
Name: C.H.B. Mills
Title: Director
Date: April 3, 2000 NORTH ATLANTIC SMALLER COMPANIES
INVESTMENT TRUST plc
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.G. Barrett
-----------------------------------
Name: R. G. Barrett
Title: Director
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<PAGE>
Date: April 3, 2000 ORYX INTERNATIONAL GROWTH FUND
LIMITED
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.G. Barrett
--------------------------------------
Name: R. G. Barrett
Title: Director
Date: April 3, 2000 CONSULTA (Channel Islands) LIMITED
By: /s/ Barry Carroll
--------------------------------------
Name: Barry Carroll
Title: Director
Date: April 3, 2000 PREMIER NORTH ATLANTIC
By: J O Hambro Capital Management Limited,
Its investment advisor
By: /s/ R.G. Barrett
--------------------------------------
Name: R. G. Barrett
Title: Director
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