UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)*
REFLECTONE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.10 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
758 657 100
- --------------------------------------------------------------------------------
(CUSIP Number)
Harvey Goldman, Esq.
Steel Hector & Davis LLP
200 South Biscayne Boulevard
Suite 4000
Miami, Florida 33131
(305) 577-7000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 13, 1997
- --------------------------------------------------------------------------------
(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 []
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).
THIS DOCUMENT CONSISTS OF 32 PAGES.
<PAGE>
SCHEDULE 13D
CUSIP NO. 758 657 100 Page 2 of 32 Pages
------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
British Aerospace Public Limited Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 1,953,261 share of Common Stock
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
10 SHARED DISPOSITIVE POWER
1,953,261 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,261 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
2
<PAGE>
CUSIP NO. 758 657 100 Page 3 of 32 Pages
------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
British Aerospace Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,953,261 shares of Common Stock
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,953,261 shares of Common Stock
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,261 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
3
<PAGE>
(AMENDMENT NO. 5)
Item 1. SECURITY AND ISSUER.
This Amendment No. 5 to Schedule 13D relates to the Common
Stock, par value $.10 per share ("Common Stock"), of Reflectone, Inc.
("Reflectone" or the "Issuer"). The principal executive offices of Reflectone
are located at 4908 Tampa West Boulevard, Tampa, Florida 33634- 2481.
Item 2. IDENTITY AND BACKGROUND.
This Amendment No. 5 to Schedule 13D is filed by British
Aerospace Public Limited Company ("Parent"), an English corporation and British
Aerospace Holdings, Inc. ("Holdings"), a Delaware corporation and wholly-owned
subsidiary of Parent.
The address of the principal business and principal office of
Parent is Farnborough Aerospace Centre, Farnborough, Hants GU14 6YU, England.
The address of the principal business and principal office of Holdings is 15000
Conference Center Drive, Chantilly, Virginia 20166.
Parent and Holdings are sometimes collectively referred to
herein as the "Reporting Persons." The Reporting Persons' primary business is
aerospace and aviation.
The names, citizenship, business addresses and principal
occupations or employment of each of the executive officers and directors of
Parent and Holdings are set forth in Schedule 1 annexed hereto, which is
incorporated herein by reference.
During the last five years, neither the Reporting Persons nor
any of the persons listed in Schedule 1 annexed hereto have been convicted in a
criminal proceeding. During the last five years, neither the Reporting Persons
nor any of the persons listed in Schedule 1 hereto have been parties to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding were or are 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 violations with
respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Parent acquired 100,000 shares of Common Stock on May 15, 1987
pursuant to the terms of the Stock Purchase Agreement dated as of May 15, 1987
between Parent and Reflectone (the "1987 Agreement") for an aggregate cost of
$2,600,000. These shares were purchased with working capital. Holdings received
these shares from Parent by way of a capital contribution for shares of Holdings
as of May 23, 1988.
Holdings acquired 500,000 shares of Common Stock and 50,000
shares (the "Preferred Shares") of 8% Cumulative Convertible Preferred Stock,
par value $1.00 per share ("Preferred Stock"), on May 19, 1988 pursuant to the
terms of a Stock Purchase Agreement dated
4
<PAGE>
as of May 19, 1988 between Holdings and Reflectone (the "1988 Agreement") for an
aggregate cost of $17,800,000. Parent made a capital contribution to Holdings
from working capital to enable Holdings to acquire the 500,000 shares of Common
Stock and the Preferred Shares.
Holdings acquired an additional 500,000 shares of Common Stock
pursuant to the terms of the Stock Purchase Agreement dated as of September 15,
1989 between Holdings and Reflectone (the "1989 Agreement") for an aggregate
cost of $3,226,562.50. Parent made a capital contribution to Holdings from
working capital to enable Holdings to acquire the additional 500,000 shares of
Common Stock.
In addition to the shares of Common Stock beneficially owned
by the Reporting Persons and identified above, Parent and Holdings became the
beneficial owners of an additional 275,000 shares of Common Stock of Reflectone
in 1993, pursuant to a 25% stock dividend declared by Reflectone. No separate
consideration was paid by Parent or Holdings for those additional 275,000
shares.
Pursuant to the terms of the Agreement for Credit Availability
dated August 7, 1995 between Reflectone and Parent (the "1995 Agreement"),
Holdings was granted warrants (the "Warrants") to purchase 78,261 shares of
Common Stock at any time prior to August 7, 2005, at an exercise price equal to
the lesser of (i) $11.50 per share (the price of the Common Stock on the Nasdaq
National Market on August 7, 1995, the date of the execution of the 1995
Agreement), or (ii) the per share market price of the Common Stock on the
date(s) of the exercise of the Warrants.
Item 4. PURPOSE OF TRANSACTION.
The shares of Common Stock, the Preferred Shares and the
Warrants to which this Amendment No. 5 to Schedule 13D relates were acquired by
the Reporting Persons pursuant to the terms of the 1987 Agreement, the 1988
Agreement, the 1989 Agreement (and a subsequent stock dividend) and the 1995
Agreement. The Reporting Persons acquired the shares of Common Stock and the
Preferred Shares to realize various benefits as a result of significant stock
ownership in Reflectone by the Reporting Persons. Further, the acquisitions by
the Reporting Persons constituted part of the Reporting Persons' strategy to
capitalize on the Reporting Persons' simulation strengths through improved
access to the civil and defense simulation markets. The Reporting Persons had at
the time of the relevant acquisitions identified the simulation and training
aids market as possessing strong future growth and the association with
Reflectone was thought to permit capitalizing on the Reporting Persons' high
technology and developed marketing expertise.
On February 13, 1997, the Reporting Persons and Reflectone
announced that the Reporting Persons and a committee of independent directors of
Reflectone had initiated discussions to explore the possibility of an
acquisition of the common equity interest in Reflectone not currently owned by
the Reporting Persons. The Reporting Persons indicated in such discussions that
they would consider such an acquisition at a price of $24.00 in cash per share
of Reflectone Common Stock, subject to approval by a committee of independent
directors of Reflectone and the full Board of Directors and the Shareholders
(not including the Reporting Persons) of Reflectone. Both the Reporting Persons
and Reflectone stated that it was not possible to predict at this time when or
whether any transaction might be agreed, approved or effected or the price,
terms and conditions of such a transaction.
5
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Holdings beneficially owns, or is deemed to beneficially
own, the following shares of Common Stock (which shares have been adjusted for
all stock dividends and stock splits):
(i) The 1,375,000 shares of Common Stock (the
"Shares");
(ii) An additional 500,000 shares of Common Stock
(the "Conversion Shares"), which Holdings
can acquire upon conversion of the Preferred
Shares currently beneficially owned by
Holdings; and
(iii) 78,261 shares of Common Stock (the "Warrant
Shares"), which Holdings can acquire upon
the exercise of the Warrants currently
beneficially owned by Holdings.
The Shares, the Preferred Shares and the Warrants could be deemed to be
beneficially owned by Parent.
If all the Preferred Shares held by Holdings were converted to Common Stock and
all of the Warrants held by Holdings were exercised, Holdings would hold an
aggregate of 1,953,261 shares of Common Stock (representing approximately 56.7%
of the outstanding shares of Common Stock as of October 23, 1996, based on
information provided in Reflectone's Quarterly Report on Form 10-Q filed on
November 12, 1996, as amended). None of the persons listed in Schedule 1 annexed
hereto beneficially own any shares of Common Stock.
(b) Holdings has the sole power to vote and dispose of the
Shares and, upon conversion and exercise, respectively, the Conversion Shares
and the Warrant Shares. By virtue of its shareholding in Holdings, Parent may be
deemed to have shared voting and dispositive powers as to the Shares and, upon
conversion and exercise, respectively, the Conversion Shares and Warrant Shares
owned by Holdings.
(c) No transaction in the Common Stock has been effected by
the Reporting Persons during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
6
<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP
WITH RESPECT TO SECURITIES OF THE ISSUER.
The 1987 Agreement contains antidilution provisions and
certain restrictions on the issuance of Reflectone stock designed to preserve
the percentage equity interest of Parent in Reflectone. By letter dated February
29, 1988, Parent notified Reflectone that Parent was exercising its right under
the 1987 Agreement not to consummate the transactions contemplated therein as a
result of the failure to meet certain conditions to closing specified therein.
In response to this action, Reflectone and Parent entered into further
discussion with each other, which discussion resulted in the execution of the
1988 Agreement. The full text of the 1987 Agreement has been filed as Exhibit
No. 2 to the Schedule 13D filed May 26, 1987. This summary is qualified in its
entirety by reference to such Exhibit.
The 1988 Agreement provides that, if requested by Holdings,
Reflectone shall cause two members of its Board of Directors to resign and shall
replace them with nominees of Holdings. Pursuant to Section 5.a.10 of the 1988
Agreement, the Board of Directors of Reflectone amended the By-Laws of
Reflectone to provide that the Board of Directors of Reflectone shall not (1)
consist of more than seven members unless otherwise required by law, or (2)
issue or sell any shares of capital stock or securities convertible or
exchangeable into any such shares of capital stock (the "Rights") unless 75% of
all of the members of the Board of Directors shall vote to approve any such
issuance. Further, pursuant to the terms of a Subscription Agreement entered
into between Holdings and Reflectone, Reflectone agreed with Holdings that
whenever Reflectone shall issue or sell any shares of capital stock or any
Rights, Reflectone shall first grant to Holdings the right to purchase, at the
issuance price, that percentage of the total number of shares of such capital
stock and that amount of Rights which upon exchange and conversion will yield
capital stock sufficient to preserve Holdings' equity interest in Reflectone at
the time of such issuance.
In order for Reflectone to maintain its security clearance for
Department of Defense ("DOD") contracts following the acquisition of shares of
capital stock by Holdings, it became necessary for Reflectone, Parent and
Holdings to enter into a Special Security Agreement with DOD (the "SSA"). The
SSA governs various security procedures relating to the access of the Reporting
Persons and affiliates, which are foreign-owned, to confidential information
concerning Reflectone's DOD programs. Among its provisions are requirements that
Reflectone's Board be comprised of, in addition to the two designees of the
Reporting Persons, two members who are officers of Reflectone, and three members
who have no prior employment or contractual relationship with Reflectone or the
Reporting Persons. On March 22, 1996, Reflectone's By-Laws were amended by the
Board of Directors of Reflectone, in accordance with the required United States
Defense Investigative Service approval as provided for under the SSA, to
increase the number of directors of Reflectone from seven to a maximum of eight
directors, of which three directors may be affiliated with the Reporting
Persons.
Section 6.c. of the 1988 Agreement required Reflectone to
cause a resolution to be voted upon by its shareholders to adopt an amendment to
its Amended and Restated Articles of Incorporation expressly electing not to be
governed by Florida's affiliated transaction and control- share acquisition
statute. As a condition to the 1988 Agreement, Reflectone, by unanimous vote of
7
<PAGE>
its Board of Directors, amended its By-Laws to provide that Florida's
control-share acquisition statute shall not apply to control-share acquisitions
of shares of Common Stock by Holdings.
As described in Item 3 above, Holdings acquired the Preferred
Shares pursuant to the terms of the 1988 Agreement at an issue price of $176 per
share of Preferred Stock. The Preferred Shares constitute all of the 50,000
shares of Preferred Stock authorized by Reflectone's Amended and Restated
Articles of Incorporation. Each share of Preferred Stock has a liquidation
preference of $176 plus accrued and unpaid dividends (the "liquidation
preference"), accrues dividends at the rate of 8% on the liquidation preference,
and is currently convertible into 10 shares of Common Stock.
The full text of the 1988 Agreement has been filed as Exhibit
No. 2 to Amendment No. 1 to the Schedule 13D filed June 3, 1988. This summary is
qualified in its entirety by reference to such Exhibit.
Section 7 of the 1989 Agreement provides that Reflectone will
indemnify Holdings against damages resulting from any misrepresentations or
breaches of warranty or covenants by Reflectone in the 1989 Agreement. Section 8
of the 1989 Agreement grants Holdings the right to demand the registration of
the shares of Common Stock acquired by Holdings pursuant to the 1989 Agreement
or to have such shares registered in connection with a registration being
effected by Reflectone. The 1989 Agreement places no restrictions on Holdings'
acquisition of additional shares of Common Stock. The full text of the 1989
Agreement has been filed as Exhibit No. 1 to Amendment No. 3 to the Schedule 13D
filed November 20, 1989. This summary is qualified in its entirety by reference
to such Exhibit.
Pursuant to the terms of the 1995 Agreement, Parent agreed,
subject to its continued ownership of a majority of Reflectone, to continue to
provide or guarantee Reflectone's credit facilities at existing levels through
July 21, 1996. As discussed in Item 3 above, Reflectone issued the Warrants to
Holdings in connection with the 1995 Agreement. By means of a letter dated
February 27, 1996, Parent represented to Reflectone that it intended to continue
to provide or guarantee Reflectone's credit facilities, subject to certain
conditions. Reflectone and Parent entered into an Agreement for Credit
Availability dated as of November 20, 1996 (the "1996 Agreement") pursuant to
which Parent agreed to continue to provide or guarantee Reflectone's credit
facilities and to provide sufficient financing for certain major programs of
Reflectone through August 7, 1997 as long as financing is not available to
Reflectone without recourse to Parent and Parent continues to hold, or has the
ability to hold through the exercise of the Preferred Shares and the Warrants, a
majority ownership position in Reflectone. The 1996 Agreement contains certain
covenants which, among other things, require: (i) Reflectone to be current with
respect to the payment of dividends on the Preferred Stock prior to any draw
under the Parent provided facilities, (ii) Reflectone to pay Parent a facility
fee of one eighth of one percent of the maximum aggregate availability of the
credit facilities provided or guaranteed by Parent, and (iii) Reflectone to pay
Parent a guarantee fee of 3.5% per annum on amounts outstanding under
Reflectone's $2.0 million revolving line of credit facility with Wachovia Bank
of Georgia, N.A. The 1996 Agreement also requires that Reflectone obtain prior
approval by Parent for all material capital investment expenditures, as such
term is defined in the 1996 Agreement.
8
<PAGE>
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement dated as of May 15, 1987
between Reflectone and Parent (incorporated herein by
reference to Exhibit 2 of Schedule 13D filed May 26,
1987).
2. Stock Purchase Agreement dated as of May 19, 1988
between Reflectone and Holdings (incorporated herein
by reference to Exhibit 2 to Amendment No. 1 to
Schedule 13D filed June 3, 1988).
3. Stock Purchase Agreement dated as of September 15,
1989 between Reflectone and Holdings (incorporated
herein by reference to Exhibit 1 to Amendment No. 3
to Schedule 13D filed November 20, 1989).
4. Agreement for Credit Availability between Reflectone
and Parent dated as of August 7, 1995.
5. Letter dated February 27, 1996 from Parent to
Reflectone confirming that Parent intends to continue
to provide or guarantee Reflectone's credit
facilities.
6. Agreement for Credit Availability between Reflectone
and Parent dated as of November 20, 1996.
7. Joint Filing Agreement between Parent and Holdings in
relation to the filing of Amendment No. 5.
9
<PAGE>
SCHEDULE 1
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS OF
BRITISH AEROSPACE PUBLIC LIMITED COMPANY
Principal Occupation
Name and Title Citizenship and Business Address
- -------------- ----------- --------------------
<S> <C> <C>
Mr. Robert Bauman United States Corporate Director
Chairman c/o British Aerospace plc
10 Alexander Square
London, England SW3 2AY
Mr. Robert Leonard Kirk United States Chairman
Director British Aerospace Holdings, Inc
1101 Wilson Boulevard
Suite 1200
Arlington, Virginia 22209
Sir Robin Adair Biggam United Kingdom Chairman
Director Independent Television
Commission
33 Foley Street
London, England W1P 7LB
Lord Hesketh United Kingdom Corporate Director
(Thomas Alexander) 33 Cork Street, 5th Floor
Director London, England W1X 1HB
Mr. Keith Clark Brown United Kingdom Managing Director
Director Morgan Stanley International
25 Cabor Square
Canary Wharf
London, England E14 4QA
Sir Ronald Clause Hampel United Kingdom Chairman
Director Imperial Chemical Industries plc
I.C.I. Group Headquarters
9 Millbank
London, England SW1P 3JF
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation
Name and Title Citizenship and Business Address
- -------------- ----------- --------------------
<S> <C> <C>
Lord Hollick United Kingdom Chief Executive
(Clive Richard) United News & Media plc
Director Ludgate House
245 Blackfriars Road
London, England SE1 9UY
Mr. Richard Evans United Kingdom British Aerospace plc
Executive Director and P.O. Box 87
Chief Executive Farnborough Aerospace Centre
Farnborough, Hants GU14 6YU
England
Mr. Michael Turner United Kingdom British Aerospace plc
Executive Director and P.O. Box 87
Group Managing Director Farnborough Aerospace Centre
Farnborough, Hants GU14 6YU
England
Mr. Richard Lapthorne United Kingdom British Aerospace plc
Executive Director and P.O. Box 87
Finance Director Farnborough Aerospace Centre
Farnborough, Hants GU14 6YU
England
Mr. John Weston United Kingdom British Aerospace plc
Executive Director and P.O. Box 87
Group Managing Director Farnborough Aerospace Centre
Farnborough, Hants GU14 6YU
England
Stuart Carroll, Esq. United Kingdom British Aerospace plc
Secretary P.O. Box 87
Farnborough Aerospace Centre
Farnborough, Hants GU14 6YU
England
Mr. David Brent United Kingdom British Aerospace plc
Treasurer P.O. Box 87
Farnborough Aerospace Centre
Farnborough, Hants GU14 6YU
England
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS AND DIRECTORS OF
BRITISH AEROSPACE HOLDINGS, INC.
Principal Occupation
Name and Title Citizenship and Business Address
- -------------- ----------- --------------------
<S> <C> <C>
Mr. Robert Leonard Kirk United States British Aerospace Holdings, Inc.
Chairman 1101 Wilson Boulevard, Suite 1200
Arlington, Virginia 22209
Mr. Richard Evans United Kingdom Director and Chief Executive
Director British Aerospace plc
P.O. Box 87
Farnborough Aerospace Centre
Farnborough, Hants GU14 6YU
England
Mr. Samuel Higginbottom United States Chairman & CEO (Retired)
Director Rolls Royce, Inc.
One Alhambra Plaza, Suite 1115
Coral Gables, Florida 33134
Mr. Michael Raoul-Duval United States Investment Banker
Director 17 Wilderness Gate
Santa Fe, New Mexico 87501
Paul L. Harris United States British Aerospace Holdings, Inc.
Senior Vice President 15000 Conference Center Drive
and General Manager Chantilly, Virginia 20151
Charles E. Gaba United States British Aerospace Holdings, Inc.
Vice President, General 15000 Conference Center Drive
Counsel and Secretary Chantilly, Virginia 20151
Richard E. Wise United Kingdom British Aerospace Holdings, Inc.
Vice President, 1101 Wilson Boulevard, Suite 1200
Government Programs Arlington Virginia 22209
David P. Loose United States British Aerospace Holdings, Inc.
Treasurer 15000 Conference Center Drive
Chantilly, Virginia 20151
Patricia L. Maskell United States British Aerospace Holdings, Inc.
Assistant Secretary 15000 Conference Center Drive
Chantilly, Virginia 20151
</TABLE>
12
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 18, 1997 BRITISH AEROSPACE PUBLIC
LIMITED COMPANY
By: /s/ DAVID S. PARKES
-----------------------------------
Name: David S. Parkes
Title: Assistant Secretary
Dated: February 18, 1997 BRITISH AEROSPACE
HOLDINGS, INC.
By: /s/ CHARLES E. GABA
-----------------------------------
Name: Charles E. Gaba
Title: Vice President, General
Counsel and Secretary
13
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------ ------- ----
<S> <C> <C>
4. Agreement for Credit Availability between
Reflectone and Parent dated as of August 7, 1995. 15
5. Letter dated February 27, 1996 from Parent to Reflectone
confirming that Parent intends to continue to provide or
guarantee Reflectone's credit facilities. 23
6. Agreement for Credit Availability between
Reflectone and Parent dated as of November 20, 1996. 24
7. Joint Filing Agreement between Parent and
Holdings in relation to the filing of Amendment
No. 5. 32
</TABLE>
14
Exhibit 4 to Amendment No. 5
AGREEMENT FOR CREDIT AVAILABILITY
THIS AGREEMENT FOR CREDIT AVAILABILITY ("Agreement") is made and
entered into as of the 7th day of August, 1995, by and between REFLECTONE, INC.,
a corporation organized and existing under the laws of the state of Florida
("Reflectone"), and BRITISH AEROSPACE PUBLIC LIMITED COMPANY, a public limited
company organized and existing under the laws of England ("BAe").
WITNESSETH
WHEREAS, BAe currently guarantees or provides certain of Reflectone's
credit facilities;
WHEREAS, the parties believe that it is in their best interests to set
forth their mutual understandings with respect to BAe's continuing guarantee of
these credit facilities.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound thereby, agree as follows:
1. CREDIT FACILITIES.
(a) GUARANTEED FACILITIES. Reflectone and BAe hereby
acknowledge that BAe currently guarantees an aggregate of U.S.
$30,000,000 of credit facilities provided to Reflectone by third-party
lenders, which facilities are more fully described in Exhibit A hereto
(the "Guaranteed Facilities"). The Guaranteed Facilities provide
Reflectone with access to an aggregate of U.S. $10,000,000 for working
capital purposes and an aggregate of U.S. $20,000,000 for the provision
of letters of credit, bonds and over-draft facilities. Subject to the
terms and conditions set forth herein, BAe hereby agrees to continue to
guarantee the Guaranteed Facilities throughout the term of this
Agreement.
(b) BAEF FACILITIES. In addition, Reflectone and BAe hereby
acknowledge that BAe, through its subsidiary British Aerospace Finance,
Inc. ("BAeF"), provides Reflectone with two Borrowing Facilities
totaling U.S. $60,000,000 for working capital purposes (the "BAeF
Facilities"). Subject to the terms and conditions set forth herein and
in the related Borrowing Facility Agreements between Reflectone and
BAeF, BAe hereby agrees to continue to provide the BAeF Facilities
throughout the term of this Agreement.
2. FEES.
(a) FACILITY FEE. As compensation for the provision of credit
facilities described in Section 1 of this Agreement, Reflectone shall
pay to BAe a quarterly fee (the "Facility Fee") equal to one eighth of
one percent of the maximum amount of the Guaranteed and BAeF Facilities
available during the relative quarter to be paid in the
15
<PAGE>
manner set forth in Section 2(c) hereof. This fee will be adjusted
prorata for early termination.
(b) GUARANTY FEE. As compensation for the guaranty of the US
$10,000,000 Working Capital Facility described in Exhibit A of this
Agreement, Reflectone shall pay in the manner set forth in Section 2(c)
hereof, to BAe a guarantee fee (the "Guaranty Fee") based on the
drawings made under the Guaranteed Facility equal to 3.5 percent per
annum, less the margin charged by Wachovia Bank of Georgia, N.A. as
more fully described in the Agreement establishing the Working Capital
Facility. The Guaranty Fee due in respect of drawings under the Working
Capital Facility shall accrue from day to day commencing on the date of
each drawing and shall be computed on the basis of the actual days
elapsed using a 360-day year.
(c) PAYMENT. The Credit Availability Fee and Guaranty Fee
shall each be paid by Reflectone to BAe quarterly in arrears, payable
on March 31, June 30, September 30, and December 31 of each year during
the term of this Agreement.
3. CREDIT AVAILABILITY SHARE OPTIONS.
PROVISION OF COMMON SHARE WARRANTS. As compensation for the
provision of the Facilities (drawn and undrawn) described in Section of
this Agreement, Reflectone shall issue to BAE within 30 days of the
date of this Agreement, Common Share options granting BAe the right to
purchase common stock of Reflectone at the lower of the current market
value at 1700 GTM on the day the option is exercised or at the current
market value at 1700 GMT on the date of this Agreement. The number of
Common Share options to be issued will be determined by taking l per
cent of the total amount of the Facilities (i.e., $90,000,000) and
dividing this by the current market value of Reflectone's Common Stock
at 1700 GMT on the date of this Agreement. BAe may exercise the options
at any time and from time to time provided, however, that the options
shall expire ten years from the day the option is issued.
4. FINANCIAL REPORTING MATTERS.
(a) MONTHLY REPORTING. During the term of this Agreement,
Reflectone shall submit to BAe or British Aerospace Holdings, Inc.
("BAeI") its monthly financial reports ("Monthly Report") in accordance
with the timetables and formats specified by BAE from time to time.
(b) ANNUAL BUDGET AND BUSINESS (5-YEAR STRATEGIC) PLAN. During
the term of this Agreement, on or before the due dates specified by
BAe, Reflectone shall submit to BAe or BAeI its annual budget ("Annual
Budget") and business (5-year Strategic) Plan ("Business Plan"). Each
Annual Budget and Business Plan shall be prepared in accordance with
the format and timetable specified by BAe from time to time. In
addition, Reflectone shall supply annual supplementary management
information in a format and timetable specified by BAe from time to
time.
16
<PAGE>
(c) ANNUAL AUDITED REPORTING PACKAGE. During the term of this
Agreement Reflectone shall submit to BAe or BAeI an audited reporting
package for the previous fiscal year, in a format and timetable
specified by BAe from time to time.
4. CAPITAL EXPENDITURE REVIEW.
During the term of this Agreement Reflectone shall provide for
prior review and approval by BAe or BAeI all capital investment
expenditure in excess of sterling (pound)50,000, where such expenditure
has been reflected in Reflectone's annual budget. If such capital
investment has not been reflected in Reflectone's annual budget and is
not wholly substitutional, prior review by BAe or BAeI is required for
amounts above sterling (pound)10,000. All acquisitions and disposals of
businesses, including joint ventures, shall require prior review by BAe
or BAeI. Reflectone undertakes not to proceed with any such investment
without prior approval from BAe or BAeI. All investment reviews
submitted to BAe or BAeI must comply with the form, content and
timetable as specified by BAe from time to time.
5. OTHER CONTRACTUAL AGREEMENTS.
During the term of this Agreement Reflectone shall not
knowingly or willfully take any action, or omit to take any action, or
enter into any agreement which would cause BAe to be in violation of
any law, regulation or any financial or contractual covenants provided
by BAe in any agreement to which it is a party or which would otherwise
place BAe in default of any such agreement.
6. TERM.
This Agreement shall expire on August 7, 1997 provided,
however, that this Agreement may be terminated by either party hereto
upon thirty (30) days' written notice in the event that:
(a) BAe shall at any time cease to have the ability to hold
through the exercise of conversion rights and warrants, a majority
interest in Reflectone, or
(b) credit facilities in the amounts set forth in Section 1
hereof shall become obtainable by Reflectone on terms substantially the
same as the Facilities through third parties, without the requirement
that BAe guarantee or otherwise become obligated for such other
facilities.
7. REPRESENTATION AND WARRANTIES.
Reflectone represents and warrants as follows as of the date
hereof and as of the date of each utilization of the Facilities.
8.1 EXISTENCE. It is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Florida.
17
<PAGE>
8.2 AUTHORITY. It has full corporate power and authority to
execute and deliver this Agreement and to perform and observe the
provisions thereof, all of which have been duly authorized by all
necessary corporate action. By executing and delivering this Agreement
and by performing and observing the provisions thereof, it will not (a)
violate any existing provisions of its Certificate of Incorporation or
By-laws or violate or otherwise become in default under any contract,
law, order, regulation, or other obligation binding upon it, or (b)
cause the creation or imposition of any lien, charge, or encumbrance of
any nature whatsoever, upon any of its property, except as provided
herein. This Agreement has been duly authorized, and executed and is
valid, enforceable, and legally binding upon it, except as such
enforcement may be limited by bankruptcy, insolvency, and other laws of
general application affecting the rights and remedies of creditors and
by equitable principles which may render certain remedies unavailable.
It has all requisite corporate power and authority to own its
properties and to carry on its business as now or proposed to be
conducted.
8.3 CONSENTS OR APPROVALS. No consent, approval, or
authorization of, or filing, registration, or qualification with, any
governmental authority or any other Person is required to be obtained
by it in connection with the execution, delivery, performance, or
enforceability of this Agreement.
8. MISCELLANEOUS.
(a) NOTICES. Any notices or other communications required or
permitted hereunder shall be given in writing and shall be delivered or
sent by certified or registered mail, postage prepaid, addressed as
follows:
If to Reflectone, to:
Reflectone, Inc.
4908 Tampa West Boulevard
P.O. Box 15000
Tampa, Florida 33684
Attn: Vice President Finance
If to BAe, to:
c/o British Aerospace Holdings, Inc.
Washington Technology Park
15000 Conference Center Drive, Suite 200
Chantilly, Virginia 20151-3819
Attn: Sr. Vice President and General Manager
or to such other address as shall be furnished in writing by such
party, and any such notice or communication shall be effective and be
deemed to have been given as of two (2) days following the date so
mailed; provided that any notice or communication changing any of the
addresses set forth above shall be effective and deemed given only upon
its receipt.
18
<PAGE>
(b) ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but
neither this Agreement nor any of the rights, interests, or obligations
hereunder shall be assigned by either of the parties hereto without the
prior written consent of the other party.
(c) ENTIRE AGREEMENT. This Agreement, including the exhibits
and other documents referred to herein which form a part hereof,
contains the entire understanding of the parties with respect to the
transactions contemplated hereby and supersedes all prior arrangements
or understandings with respect thereto. There are no restrictions,
agreements, promises, warranties, covenants, or undertakings other than
those expressly set forth herein or therein.
(d) MODIFICATIONS AND AMENDMENTS. No change, modification or
termination of any terms, provisions, or conditions of this Agreement
shall be effective unless made in writing and signed or initialed by
all parties hereto, their successor and assigns.
(e) COUNTERPARTS. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same
Agreement and each of which shall be deemed an original.
(f) GOVERNING LAW. This Agreement shall be governed by the
laws of the Commonwealth of Virginia, United States of America
(regardless of the laws that might be applicable under principles of
conflicts of law) as to all matters, including but not limited to,
matters of validity, construction, effect, and performance.
(g) HEADINGS AND CAPTIONS. The titles or captions of sections
and subsections contained in this Agreement are provided for
convenience of reference only, and shall not be considered a part
hereof for purposes of interpreting or applying this Agreement, and,
therefore, such titles or captions do not define, limit, extend,
explain, or describe the scope or extent of this Agreement or any of
its terms, provisions, representations, warranties, conditions, etc.,
in any manner or way whatsoever.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement individually or by its duly authorized officers, as of the day and
year first above-written.
WITNESSES: REFLECTONE, INC.
By: /s/ R. W. WELSHHANS
- --------------------------- -------------------------------
Name: R. W. WELSHHANS
- --------------------------- -----------------------------
Title: Vice President and Chief
Financial Officer
----------------------------
"Reflectone"
19
<PAGE>
BRITISH AEROSPACE PUBLIC
LIMITED COMPANY
By: /S/ DAVID P. LOOSE
- -------------------------- ---------------------------
Name: DAVID P. LOOSE
- -------------------------- -------------------------
Title: ATTORNEY-IN-FACT
-------------------------
"Bae"
20
<PAGE>
EXHIBIT A
Reflectone Credit Facilities
Provided or Guaranteed by BAe
/bullet/ a Working Capital Facility consisting of $10 million Revolving Line
of Credit Agreement between Wachovia Bank of Georgia, N.A., BAe and
Reflectone to be used for working capital purposes;
/bullet/ a $20 million Letter of Credit Agreement with Lloyds Bank PLC;
21
<PAGE>
EXHIBIT B
Description of British Aerospace
Finance Facility
/bullet/ a $20 million Borrowing Facility Agreement with BAeF for working
capital purposes
/bullet/ a $40 million Borrowing Facility Agreement with BAeF to provide
working capital in respect to Reflectone's C130-J contract with
Lockheed Aeronautics Corporation.
22
Exhibit 5 to Amendment No. 5
February 27, 1996
Mr. R. W. Welshhans
Chief Financial Officer
Reflectone, Inc.
4908 Tampa West Boulevard
Tampa, FL 33634
Dear Richard:
In connection with your preparation of the consolidated financial statements of
Reflectone, Inc. and subsidiaries (the "Company") for the purpose of preparing
the consolidated financial statements which present fairly the financial
position, results of operations and cash flows of the Company in conformity with
generally accepted accounting principles, and further for the purpose of making
disclosures in documents required to be filed with the Securities and Exchange
Commission (the "SEC"), which are considered necessary by the SEC for a fair and
accurate presentation; I confirm that it is the intention of British Aerospace
Plc. ("BAe") to continue to renew annually the corporate guarantee for the $10
million Wachovia credit facility for so long as financing without recourse to
BAe is not available to the Company and BAe continues to hold, or has the
ability to hold, through the exercise of conversion rights and warrants, a
majority ownership position in the Company. It is also our intention to continue
to renew annually the $20 million British Aerospace Finance Inc. financing
facility and to continue annually to renew the guarantee of the $20 million
Letter of Credit facility with Lloyds Bank Plc. for so long as BAe continues to
hold, or has the ability to hold through the exercise of conversion rights and
warrants, a majority interest in the Company and other more attractive financing
alternatives are not available to the Company.
I also confirm that it is the intention of BAe to provide the Company annual
debt financing for the C-130J programme with Lockheed Aeronautical Systems
Company ("LASC") for as long as BAe continues to hold, or has the ability to
hold, through the exercise of conversion rights and warrants, a majority
ownership position in the Company and until payment is received from LASC,
currently scheduled for the fourth quarter of 1997.
Yours sincerely,
/s/ J. PULSFORD
- ----------------------------
J. M. Pulsford
Treasurer- Corporate Finance
23
Exhibit 6 to Amendment No. 5
AGREEMENT FOR CREDIT AVAILABILITY
THIS AGREEMENT FOR CREDIT AVAILABILITY ("Agreement") is made and
entered into as of the 20th day of November, 1996, by and between REFLECTONE,
INC., a corporation organized and existing under the laws of the state of
Florida ("Reflectone"), and BRITISH AEROSPACE PUBLIC LIMITED COMPANY, a public
limited company organized and existing under the laws of England ("BAe").
WITNESSETH
WHEREAS, BAe currently guarantees or provides certain of Reflectone's
credit facilities;
WHEREAS, the parties believe that it is in their best interests to set
forth their mutual understandings with respect to BAe's continuing guarantee of
these credit facilities.
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound thereby, agree as follows:
1. CREDIT FACILITIES.
(a) GUARANTEED FACILITIES. Reflectone and BAe hereby
acknowledge that BAe currently guarantees an aggregate of U.S.
$37,000,000 of credit facilities provided to Reflectone by third-party
lenders, which facilities are more fully described in Exhibit A hereto
(the "Guaranteed Facilities"). The Guaranteed Facilities provide
Reflectone with access to an aggregate of U.S. $2,000,000 for working
capital purposes and an aggregate of U.S. $35,000,000 for the provision
of letters of credit, bonds and over-draft facilities. Subject to the
terms and conditions set forth herein, BAe hereby agrees to continue to
guarantee the Guaranteed Facilities throughout the term of this
Agreement.
(b) BAEF FACILITIES. In addition, Reflectone and BAe hereby
acknowledge that BAe, through its subsidiary British Aerospace Finance,
Inc. ("BAeF"), provides Reflectone with two Borrowing Facilities
totaling U.S. $50,000,000 for working capital purposes (the "BAeF
Facilities"). Subject to the terms and conditions set forth herein and
in the related Borrowing Facility Agreements between Reflectone and
BAeF, BAe hereby agrees to continue to provide the BAeF Facilities
throughout the term of this Agreement.
2. FEES.
(a) FACILITY FEE. As compensation for the provision of
credit facilities described in Section 1 of this Agreement, Reflectone
shall pay to BAe a quarterly fee
24
<PAGE>
(the "Facility Fee") equal to one eighth of one percent of the maximum
amount of the Guaranteed and BAeF Facilities available during the
relative quarter to be paid in the manner set forth in Section 2(c)
hereof. This fee will be adjusted prorata for early termination.
(b) GUARANTY FEE. As compensation for the guaranty of the US
$2,000,000 Working Capital Facility described in Exhibit A of this
Agreement, Reflectone shall pay in the manner set forth in Section 2(c)
hereof, to BAe a guarantee fee (the "Guaranty Fee") based on the
drawings made under the Guaranteed Facility equal to 3.5 percent per
annum, less the margin charged by Wachovia Bank of Georgia, N.A. as
more fully described in the Agreement establishing the Working Capital
Facility. The Guaranty Fee due in respect of drawings under the Working
Capital Facility shall accrue from day to day commencing on the date of
each drawing and shall be computed on the basis of the actual days
elapsed using a 360-day year.
(c) PAYMENT. The Credit Availability Fee and Guaranty Fee
shall each be paid by Reflectone to BAe quarterly in arrears, payable
on March 31, June 30, September 30, and December 31 of each year during
the term of this Agreement.
3. FINANCIAL REPORTING MATTERS.
(a) MONTHLY REPORTING. During the term of this
Agreement, Reflectone shall submit to BAe or British Aerospace
Holdings, Inc. ("BAeI") its monthly financial reports ("Monthly
Report") in accordance with the timetables and formats specified by BAe
from time to time.
(b) ANNUAL BUDGET AND BUSINESS (5-YEAR STRATEGIC) PLAN. During
the term of this Agreement, on or before the due dates specified by
BAe, Reflectone shall submit to BAe or BAeI its annual budget ("Annual
Budget") and business (5-year Strategic) Plan ("Business Plan"). Each
Annual Budget and Business Plan shall be prepared in accordance with
the format and timetable specified by BAe from time to time. In
addition, Reflectone shall supply annual supplementary management
information in a format and timetable specified by BAe from time to
time.
(c) ANNUAL AUDITED REPORTING PACKAGE. During the term of this
Agreement Reflectone shall submit to BAe or BAeI an audited reporting
package for the previous fiscal year, in a format and timetable
specified by BAe from time to time.
4. CAPITAL EXPENDITURE REVIEW.
During the term of this Agreement Reflectone shall provide for
prior review and approval by BAe or BAeI all capital investment
expenditure in excess of sterling (pound)50,000, where such expenditure
has been reflected in Reflectone's annual budget. If such capital
investment has not been reflected in Reflectone's annual budget and is
not wholly substitutional, prior review by BAe or BAeI is required for
amounts above sterling (pound)10,000. All acquisitions and disposals of
businesses, including joint ventures, shall require prior review by BAe
or BAeI. Reflectone undertakes not to proceed
25
<PAGE>
with any such investment without prior approval from BAe or BAeI. All
investment reviews submitted to BAe or BAeI must comply with the form,
content and timetable as specified by BAe from time to time.
5. OTHER CONTRACTUAL AGREEMENTS.
During the term of this Agreement Reflectone shall not
knowingly or willfully take any action, or omit to take any action, or
enter into any agreement which would cause BAe to be in violation of
any law, regulation or any financial or contractual covenants provided
by BAe in any agreement to which it is a party or which would otherwise
place BAe in default of any such agreement.
6. TERM.
This Agreement shall expire on August 7, 1997 provided,
however, that this Agreement may be terminated by either party hereto
upon thirty (30) days' written notice in the event that:
(a) BAe shall at any time cease to have the ability to hold
through the exercise of conversion rights and warrants, a majority
interest in Reflectone, or
(b) credit facilities in the amounts set forth in Section 1
hereof shall become obtainable by Reflectone on terms substantially the
same as the Facilities through third parties, without the requirement
that BAe guarantee or otherwise become obligated for such other
facilities.
7. REPRESENTATION AND WARRANTIES.
Reflectone represents and warrants as follows as of the date
hereof and as of the date of each utilization of the Facilities.
8.1 EXISTENCE. It is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Florida.
8.2 AUTHORITY. It has full corporate power and authority to
execute and deliver this Agreement and to perform and observe the
provisions thereof, all of which have been duly authorized by all
necessary corporate action. By executing and delivering this Agreement
and by performing and observing the provisions thereof, it will not (a)
violate any existing provisions of its Certificate of Incorporation or
Bylaws or violate or otherwise become in default under any contract,
law, order, regulation, or other obligation binding upon it, or (b)
cause the creation or imposition of any lien, charge, or encumbrance of
any nature whatsoever, upon any of its property, except as provided
herein. This Agreement has been duly authorized, and executed and is
valid, enforceable, and legally binding upon it, except as such
enforcement may be limited by bankruptcy, insolvency, and other laws of
general application affecting the rights and remedies of creditors and
by equitable principles which may render certain remedies unavailable.
It has all requisite corporate power
26
<PAGE>
and authority to own its properties and to carry on its business as
now or proposed to be conducted.
8.3 CONSENTS OR APPROVALS. No consent, approval, or
authorization of, or filing, registration, or qualification with, any
governmental authority or any other Person is required to be obtained
by it in connection with the execution, delivery, performance, or
enforceability of this Agreement.
8. MISCELLANEOUS.
(a) NOTICES. Any notices or other communications required or
permitted hereunder shall be given in writing and shall be delivered or
sent by certified or registered mail, postage prepaid, addressed as
follows:
If to Reflectone, to:
Reflectone, Inc.
4908 Tampa West Boulevard
P.O. Box 15000
Tampa, Florida 33684
Attn: Vice President Finance
If to BAe, to:
c/o British Aerospace Holdings, Inc.
Washington Technology Park
15000 Conference Center Drive, Suite 200
Chantilly, Virginia 20151-3819
Attn: Sr. Vice President and General Manager
or to such other address as shall be furnished in writing by such
party, and any such notice or communication shall be effective and be
deemed to have been given as of two (2) days following the date so
mailed; provided that any notice or communication changing any of the
addresses set forth above shall be effective and deemed given only upon
its receipt.
(b) ASSIGNMENT. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but
neither this Agreement nor any of the rights, interests, or obligations
hereunder shall be assigned by either of the parties hereto without the
prior written consent of the other party.
(c) ENTIRE AGREEMENT. This Agreement, including the exhibits
and other documents referred to herein which form a part hereof,
contains the entire understanding of the parties with respect to the
transactions contemplated hereby and supersedes all prior arrangements
or understandings with respect thereto. There are
27
<PAGE>
no restrictions, agreements, promises, warranties, covenants, or
undertakings other than those expressly set forth herein or therein.
(d) MODIFICATIONS AND AMENDMENTS. No change, modification or
termination of any terms, provisions, or conditions of this Agreement
shall be effective unless made in writing and signed or initialed by
all parties hereto, their successor and assigns.
(e) COUNTERPARTS. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same
Agreement and each of which shall be deemed an original.
(f) GOVERNING LAW. This Agreement shall be governed by the
laws of the Commonwealth of Virginia, United States of America
(regardless of the laws that might be applicable under principles of
conflicts of law) as to all matters, including but not limited to,
matters of validity, construction, effect, and performance.
(g) HEADINGS AND CAPTIONS. The titles or captions of sections
and subsections contained in this Agreement are provided for
convenience of reference only, and shall not be considered a part
hereof for purposes of interpreting or applying this Agreement, and,
therefore, such titles or captions do not define, limit, extend,
explain, or describe the scope or extent of this Agreement or any of
its terms, provisions, representations, warranties, conditions, etc.,
in any manner or way whatsoever.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement individually or by its duly authorized officers, as of the day and
year first above-written.
WITNESSES: REFLECTONE, INC.
By: /s/ R. W. WELSHHANS
- --------------------- --------------------------
Name: R. W. WELSHHANS
- --------------------- ------------------------
Title: VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
------------------------------------------
"Reflectone"
28
<PAGE>
BRITISH AEROSPACE PUBLIC
LIMITED COMPANY
By: /s/ DAVID P. LOOSE
- ----------------------- --------------------------
Name: DAVID P. LOOSE
- ----------------------- ------------------------
Title: TREASURER - OPERATIONS
-----------------------
"Bae"
29
<PAGE>
EXHIBIT A
Reflectone Credit Facilities
Provided or Guaranteed by BAe
/bullet/ a Working Capital Facility consisting of $2 million Revolving Line of
Credit Agreement between Wachovia Bank of Georgia, N.A., BAe and
Reflectone to be used for working capital purposes;
/bullet/ a $35 million Letter of Credit Agreement with Lloyds Bank PLC;
30
<PAGE>
EXHIBIT B
Description of British Aerospace
Finance Facility
bullet/ a $10 million Borrowing Facility Agreement with BAeF for working
capital purposes
bullet/ a $40 million Borrowing Facility Agreement with BAeF to provide
working capital in respect to Reflectone's C130-J contract with
Lockheed Aeronautics Corporation.
31
Exhibit 7 to Amendment No. 5
SCHEDULE 13D
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of Amendment No. 5 to the Schedule 13D to which this Agreement is
an Exhibit, and agree that this Agreement to be included as an Exhibit to such
joint filing. This Agreement may be executed in any number of counterparts all
of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement as of this 18th day of February, 1997.
BRITISH AEROSPACE PUBLIC
LIMITED COMPANY
By: /s/ DAVID S. PARKES
----------------------------------
Name: David S. Parkes
Title: Assistant Secretary
BRITISH AEROSPACE HOLDINGS, INC.
By: /s/ CHARLES E. GABA
----------------------------------
Name: Charles E. Gaba
Title: Vice President, General
Counsel and Secretary
32
