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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
AmeriQuest Technologies, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
03070P 10-3
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(CUSIP Number)
Dennis R. DeBroeck
Harry Krischik Martin Loffler Edwin N. Lowe, Esq.
Computer 2000 AG Computer 2000 Inc. Fenwick & West
Wolfratshauser Strasse 84 3 Imperial Promenade Two Palo Alto Square
81379 Munich Suite 300 Suite 700
Germany Santa Ana, CA 92707 Palo Alto, CA 94306
(011)(49)(89) 72490-418 (714) 445-5000 (415) 494-0600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 14, 1994
August 7, 1995
February 15, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 41.
The Exhibit Index is located at page 35.
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SCHEDULE 13D
CUSIP NO. 03070 P 10 3 Page 2 of 41 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COMPUTER 2000 AG
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
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7 SOLE VOTING POWER
NUMBER
OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 45,989,675(1)
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BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
45,989,675(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,989,675(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
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14 TYPE OF REPORTING PERSON*
HC/CO
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(1) In addition, there are additional rights and warrants held by the
Reporting Persons that may become exerciseable dependent upon additional
issuances of Common Stock by Issuer. (See description of Unit
Maintenance Warrants and Maintenance Option described in Item 4) as well
as possible additional issuances to the Reporting Persons with respect
to certain indemnification rights.
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SCHEDULE 13D
CUSIP NO. 03070 P 10 3 Page 3 of 41 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COMPUTER 2000 INC.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
BK/AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER
OF
- ---------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 45,989,675(1)
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BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING
- ---------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
45,989,675(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,989,675(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.4%
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14 TYPE OF REPORTING PERSON*
CO
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(1) In addition, there are additional rights and warrants held by the
Reporting Persons that may become exerciseable dependent upon additional
issuances of Common Stock by Issuer. (See description of Unit
Maintenance Warrants and Maintenance Option described in Item 4) as well
as possible additional issuances to the Reporting Persons with respect
to certain indemnification rights.
3
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This Amendment No. 2 (this "Amendment No. 2") to the Statement on
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Schedule 13D dated November 14, 1994 (the "Schedule 13D") is filed by Computer
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2000 AG and Computer 2000 Inc. in connection with their beneficial ownership of
Common Stock of AmeriQuest Technologies, Inc., a Delaware corporation. Items 1
through 6 of Schedule 13D, as previously amended by Amendment No. 1 to the
Schedule 13D dated August 7, 1995 (the "Amendment No. 1"), are hereby amended in
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their entirety to read as set forth below in this Amendment No. 2.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $0.01 par value (the
"Common Stock"), of AmeriQuest Technologies, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of Issuer are located at 3 Imperial
Promenade, Suite 300, Santa Ana, California 92707.
ITEM 2. IDENTITY AND BACKGROUND
Pursuant to Rules 13d-1(f)(1) and (2) promulgated under the Act, this
Statement on Schedule 13D is filed on behalf of Computer 2000 AG, a stock
company organized under the laws of Germany ("C2000"), and Computer 2000 Inc., a
-----
corporation organized under the laws of Delaware ("Sub").
---
C2000 is a distributor of hardware, software and communications
products for professional personal computers throughout Europe, and also
provides additional services relating thereto, including consultancy and
technical service and support. The address of C2000's principal business and
principal office is Wolfratshauser Strasse 84, 81379 Munich, Germany.
Sub is a wholly-owned subsidiary of C2000 whose initial business is to
acquire securities in Issuer and to engage in purchasing and sales activities
for C2000 and its affiliated companies. The address of Sub's principal office
is at 3 Imperial Promenade, Suite 300, Santa Ana, California 92707.
Klockner & Co. AG ("Klockner") is a diversified trading and services
--------
company which is represented worldwide in a broad range of activities, including
trading operations in steel, chemical products, machine tools, energy sources
and textiles. It is also engaged in various service industries, including
industrial plant engineering and environmental technologies. Klockner is
organized as a stock corporation under the laws of Germany. VBB VIAG-
Bayernwerk-Beteilingungsgesellschaft mbH ("VBB") owns 99.4% of its capital stock
---
and VIAG AG ("VIAG") and Bayernwerk AG ("Bayernwerk") each own 0.3% of its
---- ----------
capital stock. The principal place of business and executive offices of
Klockner are located at Neudorfer Strasse 3-5, 47057 Duisburg, Germany.
VBB is a holding company owned by VIAG (50%) and Bayernwerk (50%). It
is organized as a limited liability company under the laws of Germany. The
principal place of business and the executive offices of VBB are located at
Einemstrasse 1, 10787 Berlin, Germany.
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Bayernwerk is a utility company supplying electricity to various
regions in Germany. It is organized as a stock corporation under German law.
VIAG owns 97.1% of the capital stock of Bayernwerk and the remaining 2.9% is
owned by various Bavarian municipal agencies. The principal business and the
executive offices of Bayernwerk are located at Nymphenburgerstrasse 39, 80335
Munich, Germany.
VIAG is a publicly-held company whose shares are listed on the stock
exchanges in Germany and Switzerland. VIAG is a diversified industrial holding
company whose primary business areas are energy, chemicals, packaging, trading
and transport, and telecommunications in Germany and around the world. The
principal business and the executive offices of VIAG are located at
Nymphenburgerstrasse 37, 80335 Munich, Germany.
The attached Schedule I is a list of the (i) members of the management
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boards and the members of the supervisory boards of C2000, Klockner, VBB,
Bayernwerk and VIAG. (under the German legal system, members of the management
board have positions that are analogous to executive officers, and members of
the supervisory board have positions analogous to directors) and (ii) members of
the Board of Directors and executive officers of Sub.
During the last five years, neither C2000, Sub nor, to the best of
each of C2000's and Sub's knowledge, any person named in Schedule I has been:
(a) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, U.S. federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 31, 1994, C2000 used $1,330,000 of its working capital to
acquire 532,000 shares of the Preferred Stock (subsequently converted into
532,000 shares of Common Stock) of Issuer. On November 14, 1994, C2000 used
$13,000,000 of its working capital to make a loan in that amount to AmeriQuest
2000, Inc., a Delaware corporation and wholly-owned subsidiary of Issuer (the
"Borrower"). In late November and in December of 1994, C2000 used $5,000,000 of
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its working capital to make a loan in that amount to Borrower. Each such loan
was evidenced by Borrower's Exchangeable Promissory Notes (the "Exchangeable
------------
Promissory Notes"). No amount of the original $1,330,000 investment or the
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$18,000,000 in loans consisted of funds borrowed or otherwise obtained from
other sources specifically for the purpose of making such investment or loans.
In order for Sub to finance the transactions occurring in August 1995
described below, C2000 transferred the Exchangeable Promissory Notes to Sub and
Sub borrowed approximately $12 million from Deutsche Bank AG (New York Branch)
and $20 million from Chemical Bank of New York (the "Bank Loans"). The Bank
----------
Loans bore interest at LIBOR plus 0.6% and Prime plus 2%, respectively, and were
guaranteed by C2000. Sub exchanged $18 million in Exchangeable Promissory Notes
and $31.25 million in cash for a combination of Preferred Stock, and warrants
and rights to purchase Preferred Stock and Common Stock, of Issuer, as described
below. The Bank Loans were repaid September 1, 1995. C2000 used
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approximately $32 million of its working capital to make a capital contribution
to Sub in order for Sub to repay the Bank Loans.
In order for Sub to finance the transactions occurring in February
1996 described below, C2000 used in excess of $234,000 of its working capital to
make a capital contribution to Sub in order for Sub to exercise certain warrants
to purchase Preferred Stock of Issuer, as described below.
ITEM 4. PURPOSE OF TRANSACTION
C2000 and Sub made the investments described herein for the purpose of
acquiring and maintaining a majority equity interest in and operating control of
Issuer. Sub is the owner of record of all shares, and warrants and rights to
acquire shares, of Issuer beneficially owned by C2000 and Sub. C2000 plans to
use its control of Issuer to enter the North American market for the
distribution of computer products and to obtain certain operating synergies
between itself and Issuer. The investments by C2000 and Sub in Issuer were made
pursuant to a Purchase Agreement entered into as of August 7, 1995 among C2000,
Issuer and Sub (the "Purchase Agreement") and various related agreements. The
------------------
transactions provided for in the Purchase Agreement and the related agreements
are summarized below.
1. PREVIOUS TRANSACTIONS OCCURRING ON OR BEFORE NOVEMBER 1994.
-----------------------------------------------------------
On August 31, 1994, C2000 purchased 532,000 shares of the Series C
Preferred Stock of Issuer for $1,330,000 ($2.50 per share). These shares have
since been converted into 532,000 shares of the Common Stock of Issuer. On
April 18, 1995, C2000 contributed these shares to the capital account of Sub.
Pursuant to a Loan Agreement entered into as of November 14, 1994 (the
"Loan Agreement") between C2000 and the Borrower, C2000 in November 1994 loaned
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$18 million to the Borrower (the "Loan"), as evidenced by the Exchangeable
----
Promissory Notes which bore interest at the rate of 6.5% per annum and were due
and payable February 28, 1995. The maturity date of the Exchangeable Promissory
Notes was subsequently extended several times, and the interest rate of the
Exchangeable Promissory Notes was increased, after February 28, 1995, to 8.5%
per annum. The proceeds of the Loan were loaned by the Borrower to Issuer,
which loan was evidenced by promissory notes of Issuer (the "AmeriQuest Notes").
----------------
The Loan was secured, pursuant to a Note Pledge Agreement, by a pledge by the
Borrower of a first priority security interest in the AmeriQuest Notes and,
pursuant to a Stock Pledge Agreement, by a pledge by Issuer of a security
interest in (i) the shares of common stock of Robec, Inc., a Pennsylvania
corporation ("Robec"), held by Issuer, (ii) the shares of common stock of
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AmeriQuest/NCD, Inc., a Florida corporation ("AQ/NCD"), held by Issuer, (iii)
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the shares of common stock of AmeriQuest/Kenfil, Inc., a Delaware corporation
("Kenfil"), held by Issuer and (iv) all other securities of Robec, AQ/NCD or
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Kenfil thereafter acquired by Issuer or its affiliates.
Concurrently with entering into the Loan Agreement, Issuer and C2000
entered into the Investment Agreement dated as of November 14, 1994 (the
"Investment Agreement") under which, among other matters, (i) in the event that
- ---------------------
C2000 assigned the Notes to Issuer in accordance with the terms thereof, Issuer
would be obligated to issue to C2000 8,108,108 shares of Issuer's Common Stock
at an anticipated price of $2.22 per share (subject to adjustment); (ii)
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Issuer was obligated to issue to C2000, and C2000 had the right to acquire,
additional shares of Issuer's Common Stock at an anticipated price of $2.22 per
share (subject to adjustment) for an aggregate purchase price of $32,000,000;
and (iii) Issuer was obligated to grant certain option rights to C2000 to
acquire additional shares of Issuer's Common Stock. The Loan Agreement provided
that if certain profitability milestones were achieved in the first half of
calendar 1995 C2000 was obligated to make the $32,000,000 investment, however
such milestones were not achieved.
Under the Investment Agreement, Issuer was to obtain shareholder
approval as a condition of C2000's investment. Due to changes in circumstances
and the failure of certain conditions, such shareholder approval was not
obtained, and C2000 entered into negotiations with Issuer to amend or replace
the Investment Agreement.
2. TRANSACTIONS IN AUGUST 1995.
THE PURCHASE AGREEMENT.
(a) Acquisition of Securities.
-------------------------
In recognition of such changes in circumstances and the failure of
certain conditions set forth in the Investment Agreement to be met, C2000,
Issuer and Sub entered into the Purchase Agreement on August 7, 1995 and closed
the transactions contemplated thereby on August 21, 1995. Pursuant to the
Purchase Agreement, Sub acquired shares of Issuer's Preferred Stock and options,
warrants and certain other rights to purchase shares of Issuer's Common and
Preferred Stock in exchange for delivery of the Exchangeable Promissory Notes
and payment of $31,250,000. At the closing on August 21, 1995, the Loan
Agreement and the Investment Agreement terminated and the following
transactions, among others, occurred:
(i) Sub assigned the Exchangeable Promissory Notes, which had
previously been contributed by C2000 to Sub, to Issuer in exchange for the
issuance by Issuer of 810,811 shares of Issuer's Series A Preferred Stock
(convertible into 8,108,110 shares of Common Stock, subject to adjustment) and
warrants to purchase 657,289 shares of Series D Preferred Stock (convertible
into 6,572,890 shares of Common Stock, subject to adjustment) exercisable at
$0.53 per share of Series D Preferred Stock ($0.053 per share of Common Stock on
an as-if-converted to Common Stock basis).
(ii) Sub purchased from Issuer, for $31,250,000, 1,785,714 shares of
Series B Preferred Stock (convertible into 17,857,140 shares of Common Stock,
subject to adjustment) and warrants to purchase 746,186 shares of Series D
Preferred Stock (convertible into 7,461,860 shares of Common Stock, subject to
adjustment) exercisable at $0.53 per share of Series D Preferred Stock ($0.053
per share of Common Stock on an as-if-converted to Common Stock basis).
Assuming the exercise of the warrants referred to in paragraphs (i)
and (ii) above (the "Warrants"), the conversion of the Preferred Stock issuable
--------
upon such exercise and the conversion of the Preferred Stock issued at the
closing as described in paragraphs (i) and (ii), Issuer issued 40,000,000 shares
of Common Stock at an average purchase price of $1.25 per share to Sub, which,
when added to the 532,000 shares of Issuer's Common Stock already owned by Sub,
represented approximately 63.0% of Issuer's outstanding voting stock (based on
24,303,572 outstanding shares of Common Stock as represented by Issuer in the
Investment
7
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Agreement, as increased by 50,000 shares of its Common Stock issued thereafter
according to advice received from the Issuer).
The Warrants referred to above will be exercisable in increments equal
to approximately one-eighth of the total number of shares purchasable thereunder
in the event that any of the following gross sales targets (each a "Performance
-----------
Milestone") is achieved by Issuer during the eight quarters in the 24-month
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period ended June 30, 1997: $150 million for the first quarter, $160 million
for the second quarter, $190 million for the third quarter, $200 million for the
fourth quarter, $220 million for the fifth quarter, $230 million for the sixth
quarter, $270 million for the seventh quarter and $280 million for the eighth
quarter. However, whether or not Issuer achieves any or all of the Performance
Milestones, (i) Warrants for 700,000 shares of Series D Preferred Stock
(convertible into 7,000,000 shares of Common Stock, subject to adjustment), in
addition to the Warrants exercisable due to the achievement of any Performance
Milestones, will become exercisable on or after July 31, 1996 and (ii) Warrants
for the remaining shares of Series D Preferred Stock will become exercisable on
or after July 31, 1997. Moreover, the Warrants may be exercised at any time to
the extent required in order for C2000 and Sub to own 51% of the outstanding
voting shares of Issuer's capital stock. The Warrants will cease to be
exercisable on August 21, 1998.
(iii) In consideration for Sub's exchange of the Exchangeable
Promissory Notes and Sub's additional investment of $31,250,000, as described in
paragraphs (i) and (ii) above, Issuer granted to Sub the following pari passu
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rights with respect to other outstanding warrants, options and other rights to
acquire shares of Issuer's Common Stock that Issuer has previously granted, or
is obligated to grant, to others:
(1) In August 1994, Issuer agreed to purchase all of the outstanding
shares of Robec in a two-step transaction (the "Robec Acquisition"). In step
-----------------
one of the Robec Acquisition, Issuer acquired in September 1994, 50.1% of the
outstanding shares of Robec from the principal shareholders of Robec (the
"Principal Robec Shareholders") in exchange for 1,402,805 shares of Issuer's
- ------------------------------
Common Stock. Step two of the Robec Acquisition could not be accomplished until
it was approved by the Robec shareholders, which approval had not yet been
obtained at the time of the closing of the transactions under the Purchase
Agreement. Pursuant to the Purchase Agreement, Issuer issued a warrant (the
"Acquisition Maintenance Warrant") to Sub which provided that if Issuer issued,
- ---------------------------------
in connection with the Robec Acquisition, any shares of Common Stock in excess
of 2,800,000 shares of Common Stock, including all shares already issued and all
shares issued in the future, including shares issued upon the exercise of
options or warrants granted, assumed or exchanged in connection with the Robec
Acquisition (such shares as are so issued in excess of 2,800,000 shares of
Common Stock are referred to as the "Incremental Shares"), then Sub will have
------------------
the right, pursuant to Acquisition Maintenance Warrant, to purchase a number of
shares of Series E Preferred Stock as will be convertible into a number of
shares of Common Stock that will be equal to the number of Incremental Shares
that are issued in connection with the Robec Acquisition. The exercise price of
the Acquisition Maintenance Warrant is $1.25 per share of Series E Preferred
Stock ($0.05 per share of Common Stock on an as-if-converted to Common Stock
basis), and each share of Series E Preferred Stock converts into 25 shares of
Common Stock. The Acquisition Maintenance Warrant will become exercisable at
such time, and from time-to-time, as Incremental Shares are issued and, for each
such issuance, will remain exercisable for six months. In connection with the
consummation of the Robec Acquisition on November 13, 1995, the following
actions were taken in November 1995: (i) Issuer issued to the Principal Robec
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Shareholders in satisfaction of certain anti-dilution rights previously granted
to the Robec Principal Robec Shareholders 25,830.1 shares of Series G Preferred
Stock (convertible into 2,583,010 shares of Common Stock, subject to
adjustment), (ii) the shares of Robec which remained outstanding were canceled
and Issuer issued 3,969,905 shares of its Common Stock in exchange for those
Robec shares and (iii) the outstanding Robec stock options were converted into
options to purchase up to 301,978 shares of Issuer's Common Stock. Accordingly,
if all assumed Robec stock options were to be exercised and the Series G
Preferred Stock were to convert into Common Stock (and not accounting for any
shares of Issuer's Common Stock which may be issued as a dividend on the Series
G Preferred Stock, for which the Acquisition Maintenance Warrant would be
exercisable), then the Acquisition Maintenance Warrant would be exercisable for
a total of 218,307 shares of Series E Preferred Stock (convertible into
5,457,675 shares of Common Stock). Upon the consummation of the Robec
Acquisition, Issuer had issued a total of 5,372,710 shares of Common Stock
(2,572,710 of which shares constitute Incremental Shares under the Acquisition
Maintenance Warrant), so Sub was entitled to exercise the Acquisition
Maintenance Warrant for 102,908 shares of Series E Preferred Stock.
(2) In connection with a private placement in June 1995 by Issuer of
equity securities, Issuer issued stock and warrants to investors, which included
warrants to purchase up to 5,148,574 shares of Common Stock at an exercise price
of $1.05 per share (the "Unit Warrants"). If and to the extent that any of the
-------------
Unit Warrants are exercised, then Sub will have the right, pursuant to certain
warrants issued by Issuer (the "Unit Maintenance Warrants"), to purchase a
-------------------------
number of shares of Series F Preferred Stock that will be convertible into a
number of shares of Common Stock equal to the shares issued upon the exercise of
the Unit Warrants (the "Unit Warrant Shares"). The exercise price of the Unit
-------------------
Maintenance Warrants is $5.25 per share of Series F Preferred Stock ($0.525 per
share of Common Stock on an as-if-converted to Common Stock). The Unit
Maintenance Warrants will become exercisable only if and to the extent that any
Unit Warrant Shares are issued and, for each such issuance, will remain
exercisable for six months thereafter.
(3) Issuer also granted to Sub an option (the "Maintenance Option") to
------------------
purchase a number of shares of Common Stock (or other equity securities, as
applicable) that will be equal to the number of shares of Common Stock (or other
equity securities) that Issuer issues upon exercise or conversion of all
currently outstanding options, warrants or other rights (other than shares
subject to the Unit Maintenance Warrants and Acquisition Maintenance Warrant) to
acquire (upon conversion or otherwise) any shares ("Additional Shares") of
-----------------
Common Stock or other equity securities of Issuer. The Maintenance Option will
become exercisable from time-to-time with respect to each issuance of Additional
Shares upon delivery to Sub of notice of the issuance of such Additional Shares,
will terminate six months thereafter (subject to extension under certain
circumstances) and will be exercisable for the same consideration and on the
same terms as the consideration for which and terms under which such Additional
Shares are issued.
(b) Board of Directors and Management.
---------------------------------
Consistent with Sub's acquisition of a majority of Issuer's
outstanding voting capital stock, changes were made in Issuer's Board of
Directors and management. Upon the closing, three of Issuer's existing
directors, Terren Peizer, Eric J. Werner and William Silvis, resigned from the
Board (Gregory A. White resigned as a director effective July 11, 1995) and five
persons designated by C2000 were appointed directors of Issuer. These
designees, constituting a majority of Issuer's Board of Directors, were Steve
DeWindt, Klaus J. Laufen and Dr. Harry Krischik, who were three of C2000's four
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co-presidents (Mr. Laufen has since resigned in December 1995 as a Director of
Issuer), Mark Mulford, who was a Managing Director of Frontline Distribution
Ltd., a United Kingdom corporation that is C2000's largest non-German
subsidiary, and Holger Heims, C2000's former Director of Investment, Tax and
Legal. Mr. DeWindt became Co-Chairman of the Board and Chief Executive Officer
of Issuer, Dr. Krischik became Co-Chairman of the Board, and Mr. Mulford became
Issuer's President and Chief Operating Officer. Upon appointment of C2000's
designees to the Board, Issuer entered into indemnification agreements with them
and agreed to use commercially reasonable efforts to maintain directors' and
officers' liability insurance for their benefit. In addition, Issuer entered
into similar indemnification agreements with each existing director of Issuer,
and each of those directors and C2000 entered into mutual releases for any
claims either party may have against the other, with certain exceptions. Harold
L. Clark, Issuer's Chief Executive Officer, and Stephen G. Holmes, Issuer's
Secretary, Treasurer and Chief Financial Officer resigned in August 1995,
although Mr. Holmes remains a consultant to Issuer. Messrs. Holmes and Clark
entered into severance agreements providing for payments to each of them and the
repricing of certain of their options. In connection with the Robec
Acquisition, Robert H. Beckett, President of Robec, Inc., was appointed to
Issuer's Board of Directors.
(c) Restriction on Going Private.
----------------------------
Under the Purchase Agreement, C2000 and Sub agreed that, for a three
year period following the closing, Issuer or any subsidiary of Issuer will not
(i) merge or consolidate with C2000, Sub or any of their affiliates, (ii) sell
or otherwise dispose of all or substantially all its assets to C2000, Sub or any
of their affiliates or (iii) adopt any plan of liquidation or dissolution
proposed by C2000, Sub or any of their affiliates unless the transaction is
------
approved by the affirmative vote of at least two-thirds of the outstanding
shares of Common Stock of Issuer held by shareholders other than C2000, Sub or
their affiliates or unless the fair market value of the consideration received
------
by holders of Issuer's Common Stork is at least $1.25 per share.
(d) Indemnity.
---------
The Purchase Agreement also provided that, if Issuer incurs any
liability, costs or expenses in connection with certain contingencies (primarily
related to existing litigation and employee terminations) in excess of
$2,000,000, then Issuer may be required to issue to C2000 or Sub additional
shares of Common Stock equal to the amount of such excess divided by $1.25.
Further, pursuant to the Purchase Agreement, Issuer agreed to indemnify C2000,
Sub and their shareholders, officers, directors, agents, employees,
representatives, attorneys, successors and assigns from losses, costs, expenses
and damages arising out of any misrepresentation or breach by Issuer under the
Purchase Agreement or the related agreements in excess of $100,000 in the
aggregate. Such indemnity will, at C2000's or Sub's option, be payable in cash
or shares of Issuer's Common Stock valued at the lesser of $1.25 or the then
current market price based on a five day average. Any shares of Common Stock
issued by Issuer pursuant to the provisions described in this paragraph (d) are
referred to herein as "Indemnity Shares".
----------------
REGISTRATION RIGHTS.
All of the shares of Issuer's Common Stock issued to Sub in the above-
described transactions (the "Registrable Securities") will be restricted
----------------------
securities, subject to the resale restrictions of Rule 144 of the Securities Act
of 1933, as amended (the "Securities Act"). Issuer,
--------------
10
<PAGE>
C2000 and Sub have entered into a Registration Rights Agreement which provides
that C2000 or Sub can require Issuer to register the Registrable Securities with
the Securities and Exchange Commission on Form S-3, or other appropriate form if
Form S-3 is not available, and keep such registration effective for three years.
C2000 and Sub also have the right to require Issuer to file a registration
statement under the Securities Act covering the registration of the Registrable
Securities then outstanding having an aggregate offering price to the public of
not less than $5,000,000 in which event Issuer will be required (a) to use its
best efforts to effect, within 100 days following the receipt of such request,
the registration under the Securities Act of all Registrable Securities which
C2000 or Sub requests to be registered and (b) to keep such registration
effective for up to 120 days. C2000 and Sub also have the right to include in
any registration initiated by Issuer the Registrable Securities held by either
of them.
NO SHAREHOLDER APPROVAL FOR THE TRANSACTIONS UNDER THE PURCHASE AGREEMENT.
The transactions provided for in the Purchase Agreement would normally
have required approval of Issuer's stockholders pursuant to certain listing
requirements of the New York Stock Exchange (the "NYSE"). Prior to the
----
consummation of the transactions provided for in the Purchase Agreement, the
Audit Committee of the Board of Directors of Issuer determined that, due to
Issuer's financial condition and need for financing, any delays necessary for
securing stockholder approval prior to the transactions would seriously
jeopardize the financial viability of Issuer. At the time Issuer was
financially distressed and, in the opinion of the Audit Committee, financial
survival was heavily dependent upon effecting the proposed transactions with Sub
at the earliest practicable date. Because of the determination, the Board of
Directors of Issuer approved Issuer's proceeding with the transactions provided
for in the Purchase Agreement without seeking stockholder approval in reliance
upon an exemption to the NYSE's Shareholder Approval Policy applicable to
companies in financial distress. The NYSE accepted Issuer's application of the
exemption.
AUTHORIZATION OF ADDITIONAL SHARES OF COMMON STOCK.
The authorized number of shares of Issuer's Common Stock is
insufficient to accommodate (a) conversion to Common Stock of Issuer's
outstanding shares of Preferred Stock (which were issued in the Robec
Acquisition, pursuant to the Purchase Agreement and upon the exercise described
below of the Warrants and Acquisition Maintenance Warrant), (b) exercise for
Common Stock of the warrants and rights provided for in the Purchase Agreement,
and (c) exercise of other currently outstanding options and warrants of Issuer.
It is contemplated that Issuer will hold a stockholders' meeting on February 29,
1996, at which Issuer will seek approval of an amendment to its Certificate of
Incorporation to increase its authorized shares of Common Stock from 30 million
shares to 200 million shares. Pursuant to that certain Voting Agreement dated
November 10, 1995 entered into by Sub (the "Voting Agreement"), Sub has agreed,
----------------
among other things, to vote its shares of the capital stock of Issuer in favor
of increasing the authorized number of shares of Issuer's Common Stock.
Consequently, Sub will vote for such amendment of Issuer's Certificate of
Incorporation. At such time as the additional requisite shares of Common Stock
are authorized, (a) the Preferred Stock issued pursuant to the Purchase
Agreement and upon the exercise described below of the Warrants and Acquisition
Maintenance Warrant will automatically convert to Common Stock, (b) the
remaining Warrants will become exercisable for up to 12,051,340 shares of Common
Stock, (c) the remaining Acquisition Maintenance Warrant will become exercisable
for up to 2,884,988 shares of Common Stock and (d) the Unit Maintenance Warrants
will become exercisable for up to 5,148,574 shares of Common Stock.
11
<PAGE>
RIGHTS, PREFERENCES AND PRIVILEGES OF PREFERRED STOCK.
Sub is currently the only holder of shares, or rights to acquire
shares, of the Issuer's Series A, B, D, E and F Preferred Stock (collectively,
the "Preferred Stock"). Each share of each series of Preferred Stock, other
---------------
than Series E Preferred Stock, is initially convertible into 10 shares of
Issuer's Common Stock. Each share of the Series E Preferred Stock is initially
convertible into 25 shares of Issuer's Common Stock. The conversion rate of
each series of Preferred Stock is subject to adjustment for stock splits,
combination, dividends, recapitalizations and the like effecting the Common
Stock. The Preferred Stock automatically converts into Common Stock at such
time as there are sufficient number of authorized shares of Common Stock
reserved to effect the conversion or exercise of all outstanding shares of
Preferred Stock and all rights, options or warrants convertible or exerciseable
for Preferred Stock. The Preferred Stock votes with the Common Stock on an as-
converted basis, except so long as any Preferred Stock is outstanding (i) the
approval of 85% of the outstanding shares of a series of Preferred Stock is
required to increase the authorized Preferred Stock of that series or to amend
the Issuer's Certificate of Incorporation or Bylaws if such amendment would
alter or change the rights, preferences or privileges of such series of
Preferred Stock and (ii) the vote of a majority of all the outstanding shares of
Preferred Stock is required to increase the total number of authorized shares of
Preferred Stock, to authorize or issue to any securities senior to or on a
parity with the Preferred Stock or for any merger of the Issuer or any sale of
all or substantially all of Issuers assets, or to increase the size of the Board
in excess of nine members. The Preferred Stock has the right to receive
dividends when declared by the Board equal to the dividends paid with respect to
the number of shares of Common Stock into which the Preferred Stock is
convertible. In the event of any liquidation, dissolution or winding up of the
Issuer, including by merger or sale of assets, the Preferred Stock shall be
entitled to be paid the original purchase price for such applicable series of
Preferred Stock ($22.20, $17.50, $0.53, $1.25 and $5.25 for Series A, B, D, E
and F Preferred Stock, respectively) plus all unpaid dividends, prior to any
payment to the holders of Common Stock; thereafter all other payments or
distribution shall be made to the holders of Common Stock.
3. TRANSACTIONS IN FEBRUARY 1996.
-----------------------------
On February 15, 1996, Sub exercised one of the Warrants to purchase
198,341 shares of Series D Preferred Stock (convertible into 1,983,410 shares of
Common Stock) at $0.53 per share for a total purchase price of $105,120.73.
Additionally, on February 15, 1996, Sub exercised the Acquisition Maintenance
Warrant to purchase 102,908 shares of Series E Preferred Stock (convertible into
2,572,700 shares of Common Stock) at $1.25 per share for a total purchase price
of $128,635.00.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of the date of this Amendment No. 2, C2000 and Sub each beneficially
owns a total of 45,989,675 shares of Issuer's Common Stock, consisting of (i)
532,000 shares of Common Stock, (ii) shares of Issuer's Series A, B, D and E
Preferred Stock that are convertible into 30,521,360 shares of Common Stock,
(iii) the remaining Warrants to purchase shares of Issuer's Series D Preferred
Stock convertible into 12,051,340 shares of Common Stock and (iv) the remaining
Acquisition Maintenance Warrant to purchase shares of Issuer's Series E
Preferred Stock convertible into 2,884,975 shares of Common Stock (not
accounting for any shares of Issuer's Common Stock which may be issued as a
dividend on the Series
12
<PAGE>
G Preferred Stock, for which the Acquisition Maintenance Warrant would be
exercisable). Sub also owns the Unit Maintenance Warrants and Maintenance Option
(herein collectively referred to as the "Matching Rights"), which, as described
---------------
in Item 4, are exerciseable to the extent Issuer issues additional shares. In
addition, Issuer may be required to issue Indemnity Shares.
Excluding the Matching Rights described above (which can only be exercised
to the extent that persons other than C2000 or Sub exercise options or warrants
held by such persons) and Indemnity Shares, the 45,989,675 shares of Common
Stock beneficially owned by each of C2000 and Sub on the date of this Amendment
No. 2 represent a beneficial ownership of approximately 60.4% of the Issuer's
capital stock based upon Issuer's representation in its Proxy Statement for the
1996 annual meeting of Issuer's stockholders (the "Proxy Statement") that
---------------
27,784,573 shares of its Common Stock and 25,830.1 shares of its Series G
Preferred Stock were outstanding on February 16, 1996. Excluding the Indemnity
Shares, if all existing options, warrants (including Unit Warrants) and other
rights to acquire Common and Preferred Stock of Issuer (constituting
approximately 9,960,607 shares on February 16, 1996 as represented by Issuer in
the Proxy Statement) were to be exercised or converted and Sub were to exercise
all of the Matching Rights which would thereby be exercisable, then C2000 and
Sub would each be the beneficial owner of 55,648,300 shares of Common Stock on
the date of this Amendment No. 2, representing a beneficial ownership of
approximately 58.3% of the Issuer's capital stock.
(b) Sub is a wholly-owned subsidiary of C2000. C2000 and Sub have shared
power to vote or to direct the vote, and shared power to dispose of or to direct
the disposition of, all of the securities of Issuer owned by Sub.
(c) Except as set forth herein, neither C2000 nor Sub has effected any
transaction in the Common Stock of Issuer during the past 60 days, and, to the
best of their knowledge, no person named in Schedule I has effected any
transactions in the Common Stock of Issuer during the past 60 days.
(d) No other person is known to C2000 to have the right to receive or the
power to direct the receipt of dividends from or proceeds from the sale of any
shares of Common Stock of the Issuer owned by C2000.
(e) Not applicable.
13
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
On November 10, 1995, Sub entered into the Voting Agreement, pursuant
to which it agreed (a) to vote its shares of the capital stock of Issuer in
favor of (i) approving the conversion of Issuer's Series G Preferred Stock into
Issuer's Common Stock and (ii) increasing the authorized number of shares of
Issuer's Common Stock and (b) to use its best efforts to cause Issuer to fulfill
its obligations to cause the resale of the shares issued upon conversion of
Issuer's Series G Preferred Stock to be registered on Form S-3.
Except as set forth in the preceding paragraph and Items 1-5 above,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among C2000 or Sub and any of the persons named in Item 2, or between
C2000 or Sub and any other person, with respect to any of the securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents (other than Exhibits A, B, C, D and E which
were filed previously with the Schedule 13D and Exhibits F, G and H which were
previously filed with the Amendment No. 1) are filed as an exhibit hereto:
Exhibit A:* Investment Agreement dated as of November 14, 1994
between C2000 and Issuer (the "Investment
Agreement").
Exhibit B:* Loan Agreement dated as of November 14, 1994
between C2000 and AmeriQuest 2000, Inc. (the "Loan
Agreement").
Exhibit C:* Note Pledge Agreement dated as of November 14,
1994 between C2000 and AmeriQuest 2000, Inc.
(incorporated by reference to Exhibit C to the
Loan Agreement).
Exhibit D:* Stock Pledge Agreement dated as of November 14,
1994 between C2000 and Issuer (incorporated by
reference to Exhibit D to the Loan Agreement).
Exhibit E: * Power of Attorney appointing Steve DeWindt and
Holger Heims as attorney-in-fact of C2000.
Exhibit F:** Joint Filing Agreement dated as of August 9, 1995,
by C2000 and Sub.
Exhibit G:** Amendments dated March 30, June 29, July 13 and
July 28, 1995 to Investment Agreement and Loan
Agreement.
Exhibit H:** Purchase Agreement dated August 7, 1995 by and
among C2000, Sub and Issuer, together with
Exhibits A-I.
14
<PAGE>
Exhibit I:** Power of Attorney appointing Steve DeWindt and
Holger Heims as attorney-in-fact of C2000.
Exhibit J: Voting Agreement dated November 10, 1995 executed
by Sub.
- ----------
* Previously filed with the Schedule 13D.
** Previously filed with the Amendment No. 1.
15
<PAGE>
SCHEDULE I
----------
COMPUTER 2000 INC.
BOARD OF DIRECTORS
- ------------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ----------------- -----------
Member Martin Loffler German
Wolfratshauser Director,
Str. 84 Corporate
81379 Munich Controlling,
Germany Computer 2000 AG
Member Richard Obermaier Acquisitions German
Wolfratshauser Department,
Str. 84 Computer 2000 AG
81379 Munich
Germany
Member Jurgen Wendt Director - German
Wolfratshauser Corporate
Str. 84 Treasury,
81379 Munich Computer 2000 AG
Germany
EXECUTIVE OFFICERS
- ------------------
President Martin Loffler Director, German
Wolfratshauser Corporate
Str. 84 Controlling,
8 1379 Munich Computer 2000 AG
Germany
Vice-President &
Treasurer Jergen Wendt Director - German
Wolfratshauser Corporate
Str. 84 Treasury,
81379 Munich Computer 2000 AG
Germany
Secretary Richard Obermaier Acquisitions German
Wolfratshauser Department,
Str. 84 Computer 2000 AG
81379 Munich
Germany
16
<PAGE>
SCHEDULE I
----------
COMPUTER 2000 AG
MANAGEMENT BOARD
- ----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ----------------- -----------
Member Dieter Bock Member of German
Wolfratshauser Management
Str. 84 Board of
81379 Munich Computer 2000 AG
Germany
Member Dr. Harry Krischik Member of German
Wolfratshauser Management
Str. 84 Board of
81379 Munich Computer 2000 AG
Germany
Member Pertti Ervi Member of German
Wolfratshauser Str. Management
Str. 84 Board of
81379 Munich Computer 2000 AG
Germany
Member Manfred Guenzel Member of German
Wolfratshauser Str. Management
Str. 84 Board of
81379 Munich Computer 2000 AG
Germany
Member Walter von Chairman of German
Szczytnicki the Management
Wolfratshauser Board of
Str. 84 Computer 2000 AG
81379 Munich
Germany
17
<PAGE>
COMPUTER 2000 AG
----------------
SUPERVISORY BOARD
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Chairman Dr. Helmut Burmester Chairman of the German
Klocknerhaus Management
Neudorfer Strasse 3-5 Board and of
47057 Duisburg the Board
Germany of Klockner & Co
AG
Member Dr. Arno Puhlmann Member of the German
c/o Bayerische Board of
Vereinsbank AG Bayerische
80333 Munich Vereinsbank AG
Kardinal-Faulhaber (retired)
Str. 14
Munich, Germany
Member Klaus-Dieter Lassker Colonia Konzern German
Colonia AG
Versicherungs AG Spokesman for
Colonia-Alee 10-20 the
51067 Koln Supervisory
Germany Board
Vice-Chairman Maximilian Ardelt Deputy Chairman German
Nymphenburger Str. of the
39 Supervisory
80335 Munich Board of
Germany Computer 2000
AG.
Member of the
Management
Board of VIAG AG
Member Michael Hutten Director of German
Klocknerhaus Klockner & Co AG
Neudorfer Strasse 3-5
47057 Duisburg
Germany
Employees' Susanne Frey Manager, German
Representative Baierbrunner Str. 31 Sales/Marketing
81379 Munchen Components
Germany Department
Employees Paul Holdschik Manager, Tele German
Representative Baierbrunner Str. 31 Sales Department
81379 Munchen
Germany
18
<PAGE>
Employees' Norbert Sourek Manager Legal German
Representative Baierbrunner Str. 31 Department,
81379 Munich Computer 2000
Germany Deutschland GmbH
19
<PAGE>
KLOCKNER & CO AG
----------------
MANAGEMENT BOARD
- ----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Chairman Dr. Helmut Burmester Chairman of the German
Klockner Haus Management
Neudorfer Strasse 3-5 Board of
47057 Duisburg Klockner & Co
Germany AG
Member Raimund Musers Member of the German
Klockner Haus Management
Neudorfer Strasse 3-5 Board of
47057 Duisburg Klockner & Co
Germany AG
Member Graf Carl H. von Member of the German
Puckler Management
Klockner Haus Board of
Neudorfer Strasse 3-5 Klockner & Co
47057 Duisburg AG
Germany
Member Michael Hutten Member of the German
Klockner Haus Management
Neudorfer Str. 3-5 Board of
47052 Duisburg Klockner & Co.
Germany AG
Chairman Walter von Chairman of the German
Szczytnicki Management
Computer 2000 AG Board of
Wolfratshauser Computer 2000 AG
Str. 84
81379 Munich
Germany
20
<PAGE>
KLOCKNER & CO AG
----------------
SUPERVISORY BOARD
- ---------------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Chairman Maximilian Ardelt Chairman of the German
Nymphenburger Str. Supervisory
39 Board of
80335 Munich Klockner & Co AG;
Germany Member of the
Management Board
of VIAG AG
Member Dr. Kurt Hochheuser Member of the German
Benrather Str. 19 Board of
40213 Dusseldorf Management of
Germany Commerzbank AG
Member Dr. Manfred Klis Member of the German
Nymphenburger Str. Board of
39 Management of
80335 Munich Bayernwerk AG
Germany
Member Dr. Otto Majewski Chairman of the German
Nymphenburger Str. Board of
39 Management of
80335 Munich Bayernwerk AG
Germany
Member Dr. Georg Obermeier Chairman of the German
Nymphenburger Str. Management Board
37 of
80335 Munich VIAG AG
Germany
Member Gunter Domke Union Secretary, German
Friedrich Ebert HBV
Str. 59-61
40210 Dusseldorf
Germany
21
<PAGE>
KLOCKNER & CO AG
----------------
SUPERVISORY BOARD (Continued)
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Member Dr. Wolf Roth Lawyer, German
Neudorfer Str. 3-5 Klockner & Co
47057 Duisburg AG
Germany
Vice Chairman Horst Schmidt Vice Chairman German
Klockner & Co AG of the
Neudorfer Str. 3-S Supervisory
47057 Duisburg Board of
Germany Klockner & Co
AG;
Representative
of the Trade
Council
Member Caspar Freiherr von Union German
Stosch-Diebitsch Secretary,
Hans-Bockler Str. 39 DGB
40476 Dusseldorf Bundesvorstand
Germany
Member Berthold Brauner Employee German
Flachfrom Stahl AG & Klockner & Co
Co KG AG
Werk 2
Emil-Rohrmann-Strasse
58 239 Schwerte
Germany
Member Jutta Kuthning Employee German
Klockner & Co AG
Neudorfer Strasse 3-5
80335 Munchen, Germany
Member Hans Peter Peters Member of the German
Georg-von-Boeselager- Management
Str. 23 Board of VIAG
53117 Bonn AG
Germany
22
<PAGE>
VIAG AG
-------
MANAGEMENT BOARD
- ----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Chairman Dr. Georg Obermeier Chairman of the German
Freiherr von Management
Waldenfels Board of
Nymphenburger VIAG AG
Str. 37
80335 Munich
Germany
Member Rainer Grohe Member of the German
Nymphenburger Str. Management
Str. 37 Board of
80335 Munich VIAG AG
Germany
Member Maximilian Ardelt Member of the German
Nymphenburger Management
Str. 37 Board of
80335 Munich VIAG AG
Germany
Member Hans Peter Peters Member of the German
Nymphenburger Management
Str. 37 Board of VIAG AG
80335 Munich
Germany
23
<PAGE>
VIAG AG
-------
SUPERVISORY BOARD
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Chairman Dr. Jochen Holzer Chairman of the VIAG German
Brienner StraBe 9 Supervisory
80333 Munich Boards of
Germany AG and Bayemwerke
Vice Chairman Gunther Mallot Vice Chairman of the German
IG Chemie-Papier-Keramik Supervisory Board of
Konigsworther Platz 6 VIAG AG; Secretary of
30167 Hannover the Board of Management,
Germany IG Chemie-Papier-Keramik
Member Wilhelm von Finck Chairman of the German
VALOR GmbH Administrative Board,
BlumenstraBe 30 VALOR GmbH
40212 Dusseldorf
Germany
Member Dr. Werner Lamby Member of the German
53117 Bonn Supervisory
Germany Board of
VIAG AG
Member Dr. H. C. Andre Leysen Chairman of Belgian
Septestraat 27 Administrative
B-2640 Mortsel Bodies of the
Belgium AGFA-GEVAERT
Group
Member Dr. Alfred Pfeiffer Retired Chairman German
Nymphenburger Str. 37 of the Board of
80335 Munich Management of VIAG AG
Germany
24
<PAGE>
VIAG AG
-------
SUPERVISORY BOARD (Continued)
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Member Dr. Eberhard Speaker of the German
Martini Board of
Arabella Str. 12 Management of
81925 Munich Bayerische
Germany Hypotheken und
Wechsel-Bank
Member Dipl. Kfm. Managing Director German
Hansgeorg Martius of
Schutzgemeinschaft Schutzgemeinschaft
der Kleinaktionar der Kleinaktionare
e.V. e.V.
Elbchaussee 336
22608 Hamburg
Germany
Member Friedel Neuber Chairman of the German
Westdeutsche Board of
Landesbank Management of
Girozentrale Westdeutsche
HerzogstraBe 15 Landesbank
40217 Dusseldorf Girozentrale
Germany
Member Edzard Reuter Retired Chairman German
Daimler-Benz AG of the Board of
Postfach Management of
70546 Stuttgart Daimler-Benz AG
Germany
Member Peter Faesbender Chairman of the German
VAW Aluminium AG Staff Council at
Postfach 10 06 63 Erftwerk, VAW
41513 Grevenbroich aluminium AG
Germany
25
<PAGE>
VIAG AG
-------
SUPERVISORY BOARD (Continued)
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ----------------- -----------
Member Elisabeth Hehl Chairwoman of the Staff German
ZARFES Leichtbau GmbH Council, ZARGES
Postfach Leichtbau GmbH
Germany
Member Willi Hemer Secretary of the Board German
IG Metall of Management,
Lyoner StraBe 32 IG Metall
60519 Frankfurt
Germany
Member Dieter Koch Manager at EB- German
VAW Aluminium AG Aluminiumtechnik of
Georg-von Boeselager- VAW Aluminium AG
Str. 25 VAW Motor GmbH
53117 Bonn
Germany
Member Horst Kramer Chairman of the Staff
Plant 44 Council at Plant 44 German
Weissenthurm, Weissenthurm of
Schmalbach-Lubeca AG Schmalbach-Lubeca AG
56575 Weissenthurm
Germany
Member Wolfgang Minninger Chairman of the Group
VAW Aluminium AG Staff Council, German
Postfach 91 13 65 VAW Aluminium AG
30433 Hannover
Germany
Member Horst Seidel Head of Training Center,
IG Chemie-Papier-Keramik IG Chemie-Papier- German
Deisterallee 44 Keramik
31848 Bad Munder
Germany
26
<PAGE>
SUPERVISORY BOARD (Continued)
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ----------------- -----------
Member Friedel Unterberg Chairman of German
Gerresheimer Glas AG the Group
HeyerstraBe 178 Staff
40625 Dusseldorf Council,
Germany Gerresheimer
Glas AG
Member Josef Wolferstetter Member of the German
SKW Trosberg AG Central Staff
Dr. Council,
Albert-Frank-StraBe 32 SKW Trostberg
Postfach 12 62 AG
83303 Trostberg
Germany
Member Dr. Rudolph Hanisch Government German
Prinzregenten Str. Official
Munich
Germany
Member Dr. Albrecht Schmidt Chairman of German
Kardina-Faulhaber Management
Str. 1- 14 Board of
80333 Munich Bayerische
Vereinsbank
AG
27
<PAGE>
VBB VIAG-BAYERNWERK BETEILIGUNGSGESELLSCHAFT MBH
------------------------------------------------
MANAGEMENT BOARD
- ----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Member Rainer Grohe Chairman of the German
VIAG AG Board of
Nymphenburger Management of
Str. 37 VIAG AG; Manager,
80335 Munich VBB-Bayernwerk
Germany Beteiligungs
gesellschaft mbH
Member Harald Thiele Manager, German
VBB VBB
VIAG-Bayernwerk VIAG-Bayernwerk
Beteilingungs- Beteiligungs-
gesellschaft mbH gesellschaft mbH
Postsach 33437
Berlin
Germany
28
<PAGE>
BAYERNWERK AG
-------------
MANAGEMENT BOARD
- ----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Chairman Dr. Otto Majewski Chairman of the German
Bayernwerk AG Board of
Nymphenburger Str. Management of
39 Bayernwerk AG
80335 Munich
Germany
Member Ludwig StrauB Member of the German
Bayernwerk AG Board of
Nymphenburger Str. Management of
39 Bayernwerk AG
80335 Munich
Germany
Member Eberhard Wild Member of the German
Bayernwerk AG Board of
Nymphenburger Str. Management of
39 Bayernwerk AG
80335 Munich
Germany
Member Willi Gerner Member of the German
Bayernwerk AG Board of
Nymphenburger Str. Management of
39 Bayernwerk AG
80335 Munich
Germany
Member Dr. Manfred Klis Member of the German
Bayernwerk AG Board of
Nymphenburger Str. Management of
39 Bayernwerk AG
80335 Munich
Germany
29
<PAGE>
BAYERNWERK AG
-------------
SUPERVISORY BOARD
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Member Dr. Jochen Holzer Chairman of the German
Bayernwerk AG Supervisory Board
Brienner Str. of Bayernwerk AG
80333 Munchen
Germany
Deputy Karl Lederer Deputy Chairman German
Chairman Bayernwerk AG of the
Nymphenburger Supervisory Board
Str. 39 of Bayernwerk AG
80335 Munich
Germany
Member Ludwig Ammersbach Electrician, German
Uberlandwerk Member of the
Unterfranken AG Supervisory Board
BismarckstraBe of Bayernwerk AG
9-11
97080 Wurzburg
Germany
Member Ralf Brunhober District Vice German
(MdS) Chairman, OTV
Schwanthaler Trade Union in
Str. 64 Bavaria
80336 Munich
Germany
Member Jurgen Feuchtmann District Managing German
Schwanthaler Director, OTV
Str. 64 Trade Union in
80336 Munich Bavaria
Germany
Member Karl Holzer Employee, German
Enerieversorgung Energieversorgung
Ostbayern AG Ostbayern AG
Hauptstelle
Landshut
LuitpoldstraBe 27
84034 Landshut
Germany
30
<PAGE>
SUPERVISORY BOARD (continued)
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Member Matthias Kammerbauer Foreman, German
Bayernwerk AG Bayernwerk AG
KW Fissingen
SeestraBe 3
85464 Fising
Germany
Member Dipl. Ing. Friedrich Regional German
Klotzbucher Director
Bayernwerk AG Bayernwerk AG
Nymphenburger Str.
39
80335 Munchen
Germany
Member Marlod Meyer Control Station German
Bayernwerk AG Attendant,
Tulpenweg 4 Bayernwerk AG
92245 Kummersbruck
Germany
Member Dr. Georg Obermeier Chairman of the German
VIAG AG Board of
Nymphenburger Management of
StraBe 37 VIAG AG
80335 Munchen
Germany
Member Dr. Alfred Pfeiffer Retired Chairman German
VIAG AG of the Board of
Nymphenburger Management of
StraBe 37 VIAG AG
80335 Munchen
Germany
31
<PAGE>
SUPERVISORY BOARD (continued)
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------------- -----------
Member Peter-Michael Preusker Trade Union German
Chemie-Papier-Keramik Employee, IG
Postfach 3047 Chemie Papier
30030 Hannover Keramik
Germany
Member Hans Peter Peters Member of German
Nymphenburger StraBe 37 the
80335 Munich Management
Germany Board of
VIAG AG
Member Dr. Paul Siebertz Deputy German
Am Tucherpark 16 Member of
80538 Munich the Board of
Germany Management
of
Bayerische
Vereinsbank
AG
Member Dr. Klaus Rauscher Member of German
Bayerische Landesbank the Board of
Girozentrale Management
Brienner StraBe 20 of
8033 3 Munich Bayerische
Germany Landesbank
Girozentrale
Member Prof. Dr. H.C. Rolf Honorary German
Rodenstock President of
IsartalstraBe 43 IHK for
80469 Munich Munich and
Germany Upper Bavaria
Member Dipl.-kfm Chairman of German
Jochen Schirner the Board of
VAW Aluminium AG Management
Georg-von-Boselager- of VAW
StraBe 25 Aluminium AG
53117 Bonn
Germany
Member Armin Schreiber Electrician, German
Bayernwerk AG Bayernwerk AG
WL KW Grafenrheinfeld
97506 Grafenrheinfeld
Germany
32
<PAGE>
SUPERVISORY BOARD (continued)
- -----------------
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ------------------- ----------------- -----------
Member Gerhard Flaig Director, German
Bavarian Finance Bavarian Finance
Ministry Ministry
Odeonsplatz 4
80333 Munich
Germany
Member Heribert Spath President of the German
Max-Josef Str. 4 German Craftsman
80333 Munich Trade Association
Germany
Member Prof. Dr. Joachem Member of the German
Milberg Management Board
Bayerische of Bayerische
Motoren-werke AG Motorenwerke AG
Knorrstr. 147
80937 Munich
Germany
33
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: March 29, 1996
Computer 2000 AG
By: /s/ Dr. Harry Krischik
---------------------------
Dr. Harry Krischik,
Member of Management Board
By: /s/ Manfred Guenzel
---------------------------
Manfred Guenzel,
Member of Management Board
Computer 2000 Inc.
By: /s/ Martin Loffler
---------------------------
Martin Loffler, President
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO SCHEDULE 13D]
34
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Document Description Numbered Page
- ------- -------------------- -------------
A* Investment Agreement dated as of
November 14, 1994 between C2000 and
Issuer (the "Investment Agreement").
B* Loan Agreement dated as of November
14, 1994 between C2000 and
AmeriQuest 2000, Inc. (the "Loan
Agreement").
C* Note Pledge Agreement dated as of
November 14, 1994 between C2000 and
AmeriQuest 2000, Inc. (incorporated
by reference to Exhibit C to the
Loan Agreement).
D* Stock Pledge Agreement dated as of
November 14, 1994 between C2000 and
Issuer (incorporated by reference
to Exhibit D to the Loan Agreement).
E* Power of Attorney appointing Steve
DeWindt and Holger Heims as
attorney-in-fact of C2000.
F** Joint Filing Agreement dated as of
August 9, 1995, by C2000 and Sub.
G** Amendments dated March 30, June 29,
1995, July 13 and July 28, 1995 to
Investment Agreement and Loan
Agreement.
35
<PAGE>
Sequentially
Exhibit Document Description Numbered Page
- ------- -------------------- -------------
H** Purchase Agreement dated August 7,
1995 by and among C2000, Sub and
Issuer, together with Exhibits A-I.
I** Power of Attorney appointing Steve
DeWindt and Holger Heims as
attorney-in-fact of C2000.
J Voting Agreement dated November 10,
1995 executed by Sub. 37
- ---------
* Previously filed with the Schedule 13D.
** Previously filed with the Amendment No. 1.
36
<PAGE>
AMENDMENT NO. 2 TO
SCHEDULE 13D
------------
EXHIBIT J
VOTING AGREEMENT
37
<PAGE>
VOTING AGREEMENT
This Voting Agreement (this "Agreement") dated November 10, 1995 is made
---------
and entered into by Computer 2000, Inc., a Delaware corporation ("Comp 2000")
---------
for the benefit of certain principal shareholders ("Principal Shareholders") and
----------------------
the directors of Robec, Inc., a Pennsylvania corporation ("Robec").
-----
WITNESSETH
WHEREAS, Robec, AmeriQuest Technologies, Inc., a Delaware corporation
("AmeriQuest") and the Principal Shareholders are parties to an Amended and
- ------------
Restated Agreement and Plan of Reorganization effective as of August 11, 1994,
as amended (the "Merger Agreement");
----------------
WHEREAS, on September 22, 1994, pursuant to the terms of the Merger
Agreement, the Principal. Shareholders exchanged certain shares of Robec common
stock held by them for shares of AmeriQuest common stock (the "Exchange");
--------
WHEREAS, pursuant to the terms of Section 1.01 of the Merger Agreement
additional shares of AmeriQuest common stock must be issued to the Principal
Shareholders in consideration of the Exchange;
WHEREAS, pursuant to the terms of an Exchange Agreement of even date
herewith (the "Exchange Agreement") by and among AmeriQuest and the Principal
-------------------
Shareholders, the Principal Shareholders have agreed to receive, in lieu of such
additional shares of AmeriQuest common stock, shares of AmeriQuest Series G
Preferred Stock (as defined in the Exchange Agreement);
WHEREAS, Comp 2000 is the principal stockholder of AmeriQuest and will
benefit from the execution of the Exchange Agreement by the Principal
Shareholders; and
WHEREAS, in order to induce the Principal Shareholders to enter into the
Exchange Agreement, Comp 2000 has agreed as set forth herein:
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Comp 2000, intending to be legally
bound, hereby agree as follows:
1. Covenants of Comp 2000. Comp 2000 shall vote the shares of AmeriQuest
----------------------
capital stock owned by it and entitled to vote thereon in favor of (A)
increasing the authorized capital stock of AmeriQuest such that there is a
sufficient number of authorized shares of common stock to effect the conversion
or exercise of all currently outstanding shares of AmeriQuest preferred stock
and all currently outstanding rights, options, warrants or other securities
convertible or exercisable for shares of AmeriQuest common stock or convertible
preferred stock and (B) approving the conversion of the Series G Preferred Stock
in accordance
38
<PAGE>
with its terms. Comp 2000 agrees not to sell or transfer any shares of its
AmeriQuest capital stock unless the purchaser thereof makes the same
undertakings to the Principal Shareholders as are contained herein and agrees
not to take any other action that would prevent it from voting such shares in
accordance with the foregoing sentence.
2. Registration on Form S-3. Comp 2000 agrees to use its best efforts to
------------------------
cause the AmeriQuest stockholders to authorize such increase in the authorized
common stock of AmeriQuest and such conversion of the Series G Preferred Stock
and to cause a shelf registration on Form S-3 covering the resale by the
Principal Shareholders in the public market in brokers' transactions (as defined
in Rule 144 under the Securities Act of 1933, as amended), of the shares of
common stock of AmeriQuest that the Principal Shareholders receive upon
conversion of their shares of the Series G Preferred Stock of AmeriQuest (the
"Shelf Registration") to become effective as soon as practicable and to cause
- -------------------
the Shelf Registration to remain effective until the earlier of (a) the second
anniversary of the issuance of the Series G Preferred Stock (except that, as
long as any Principal Shareholders holds shares of AmeriQuest common stock
issued upon conversion of the Series G Preferred Stock that constitute more than
1% of the number of shares of AmeriQuest common stock then outstanding, the
registration statement will remain effective until the third anniversary of the
issuance of the Series G Preferred Stock )or (b) none of the Principal
shareholders continues to hold any of the AmeriQuest common stock issued upon
such conversion.
3. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, but all of which together shall
constitute one and the same instrument.
4. Power and Authority. Comp 2000 represents and warrants that it has
-------------------
full power and authority to enter into this Agreement, and that this Agreement
constitutes its valid and binding obligations, enforceable against it in
accordance with the terms hereof.
5. Governing Law. This Agreement shall be interpreted and enforced in
-------------
accordance with the laws of the Commonwealth of Pennsylvania without application
of the principle of conflicts of law.
39
<PAGE>
WHEREFORE, Comp 2000 has delivered this Agreement as of the date first set
forth above.
Attest: Computer 2000, Inc.
By: /s/ D. Stephen DeWindt
---------------------------
Its: President
--------------------------
Robec, Inc. and the Principal Shareholders acknowledge this Voting
Agreement.
ROBEC, INC.
Attest:
/s/ Robert S. Beckett /s/ Robert H. Beckett
- -------------------------- --------------------------
Robert S. Beckett, Secretary Robert H. Beckett, Chairman, Chief
Executive Officer and President
PRINCIPAL SHAREHOLDERS
/s/ Robert H. Beckett
--------------------------
Robert H. Beckett
/s/ Robert S. Beckett
--------------------------
Robert S. Beckett
/s/ Alexander C. Kramer, Jr.
---------------------------------
Alexander C. Kramer, Jr.
/s/ G. Wesley McKinney
---------------------------
G. Wesley McKinney
SIGNATURE PAGE TO VOTING AGREEMENT
40
<PAGE>
Computer 2000 AG, a limited liability company duly organized under the laws
of the Federal Republic of Germany, hereby agrees to cause its wholly-owned
subsidiary, Computer 2000, Inc., to perform the obligations that Computer 2000,
Inc. has under the foregoing Voting Agreement dated November 10, 1995.
Dated: November __, 1995 Computer 2000 AG
By: /s/ Klaus Laufen
---------------------
Its: /s/ Dr. Harry Krischik
---------------------------
41
