<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock, $1 par value
(Title of Class of Securities)
03070M100
(CUSIP Number)
Copies of
Communications to:
Paul C. Drueke Gordon R. Lewis
P.O. Box 364 Warner Norcross & Judd LLP
Caledonia, Michigan 49316 900 Old Kent Building
(616) 224-1553 111 Lyon Street, N.W.
Grand Rapids, Michigan 49503
(616) 752-2000
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 24, 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 [ ].
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CUSIP No. 03070M100
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above
Person (optional)
Concerned Shareholders for Better Management of Ameriwood
- -----------------------------------------------------------------------------
2) Check the Appropriate Row if a Member of a Group
(a) __X__
(b) _____
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds: PF, OO, WC
- -----------------------------------------------------------------------------
5) Check 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 United States of America
and Michigan
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Number of (7) Sole Voting Power 0
Shares Beneficially
----------------------------------------------------
Owned by
Each (8) Shared Voting Power 348,213
----------------------------------------------------
Reporting
Person With
(9) Sole Dispositive Power 0
----------------------------------------------------
(10) Shared Dispositive Power 348,213
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 348,213
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares _____
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 8.2%
- -----------------------------------------------------------------------------
14) Type of Reporting Person 00
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CUSIP No. 03070M100
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above
Person (optional)
Paul C. Drueke
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2) Check the Appropriate Row if a Member of a Group
(a) __X__
(b) _____
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds: PF
- -----------------------------------------------------------------------------
5) Check 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 United States of America
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Number of (7) Sole Voting Power 4,600
Shares Beneficially
-----------------------------------------------
Owned by
Each (8) Shared Voting Power 40,000
-----------------------------------------------
Reporting
Person With
(9) Sole Dispositive Power 4,600
-----------------------------------------------
(10) Shared Dispositive Power 40,000
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 44,600
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 1.0%
- -----------------------------------------------------------------------------
14) Type of Reporting Person IN
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CUSIP No. 03070M100
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above
Person (optional)
Gary Kaiser
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2) Check the Appropriate Row if a Member of a Group
(a) __X__
(b) _____
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3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds: PF
- -----------------------------------------------------------------------------
5) Check 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 United States of America
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Number of (7) Sole Voting Power 28,000
Shares Beneficially
-----------------------------------------------
Owned by
Each (8) Shared Voting Power 1,000
-----------------------------------------------
Reporting
Person With
(9) Sole Dispositive Power 28,000
-----------------------------------------------
(10) Shared Dispositive Power 1,000
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,000
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
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13) Percent of Class Represented by Amount in Row (11) 0.7%
- -----------------------------------------------------------------------------
14) Type of Reporting Person IN
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CUSIP No. 03070M100
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above
Person (optional)
David S. Lundeen
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2) Check the Appropriate Row if a Member of a Group
(a) __X__
(b) _____
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3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds: PF
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5) Check 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 United States of America
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Number of (7) Sole Voting Power 25,300
Shares Beneficially
-----------------------------------------------
Owned by
Each (8) Shared Voting Power 0
-----------------------------------------------
Reporting
Person With
(9) Sole Dispositive Power 25,300
-----------------------------------------------
(10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 25,300
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
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13) Percent of Class Represented by Amount in Row (11) 0.6%
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14) Type of Reporting Person IN
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CUSIP No. 03070M100
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above
Person (optional)
Philip D. Miller
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2) Check the Appropriate Row if a Member of a Group
(a) __X__
(b) _____
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3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds: PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
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Number of (7) Sole Voting Power 59,000
Shares Beneficially
-----------------------------------------------
Owned by
Each (8) Shared Voting Power 0
-----------------------------------------------
Reporting
Person With
(9) Sole Dispositive Power 59,000
-----------------------------------------------
(10) Shared Dispositive Power 0
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 59,000
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
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13) Percent of Class Represented by Amount in Row (11) 1.4%
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14) Type of Reporting Person IN
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CUSIP No. 03070M100
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above
Person (optional)
Jacob C. Mol
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2) Check the Appropriate Row if a Member of a Group
(a) __X__
(b) _____
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3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds: PF, OO
- -----------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
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Number of (7) Sole Voting Power 157,113
Shares Beneficially
-----------------------------------------------
Owned by
Each (8) Shared Voting Power 0
-----------------------------------------------
Reporting
Person With
(9) Sole Dispositive Power 157,113
-----------------------------------------------
(10) Shared Dispositive Power 0
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 157,113
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 3.7%
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14) Type of Reporting Person IN
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CUSIP No. 03070M100
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above
Person (optional)
NorDruk Investment Company Limited Partnership
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2) Check the Appropriate Row 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, OO
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5) Check 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 Michigan
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Number of (7) Sole Voting Power 40,000
Shares Beneficially
-----------------------------------------------
Owned by
Each (8) Shared Voting Power 0
-----------------------------------------------
Reporting
Person With
(9) Sole Dispositive Power 40,000
-----------------------------------------------
(10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 40,000
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
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13) Percent of Class Represented by Amount in Row (11) 0.9%
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14) Type of Reporting Person PN
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CUSIP No. 03070M100
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above
Person (optional)
John F. Northway, Sr.
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2) Check the Appropriate Row 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: PF
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5) Check 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 United States of America
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Number of (7) Sole Voting Power 900
Shares Beneficially
-----------------------------------------------
Owned by
Each (8) Shared Voting Power 40,000
-----------------------------------------------
Reporting
Person With
(9) Sole Dispositive Power 900
-----------------------------------------------
(10) Shared Dispositive Power 40,000
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 40,900
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 1.0%
- -----------------------------------------------------------------------------
14) Type of Reporting Person IN
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CUSIP No. 03070M100
1) Name of Reporting Person/S.S. or I.R.S. Identification No. of Above
Person (optional)
Peter Douglas Wierenga
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2) Check the Appropriate Row 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: PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
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Number of (7) Sole Voting Power 31,100
Shares Beneficially
-----------------------------------------------
Owned by
Each (8) Shared Voting Power 1,200
-----------------------------------------------
Reporting
Person With
(9) Sole Dispositive Power 31,100
-----------------------------------------------
(10) Shared Dispositive Power 1,200
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 32,300
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 0.6%
- -----------------------------------------------------------------------------
14) Type of Reporting Person IN
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This Amendment No. 1 to Schedule 13D is filed for the purpose of
generally updating information previously filed.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D is filed jointly by Paul C. Drueke, Gary
Kaiser, David S. Lundeen, Philip D. Miller, Jacob C. Mol, NorDruk
Investment Company Limited Partnership ("NorDruk"), John F. Northway, Sr.
and Peter D. Wierenga, (together, the "Group"). It relates to the Common
Stock, $1 par value (the "Common Stock"), of Ameriwood Industries
International Corporation ("Ameriwood"). The address of the principal
executive office of Ameriwood is 171 Monroe Ave., N.W., Suite 600, Grand
Rapids, MI 49503.
The Group (with the exception of Mr. Miller, who joined the Group on
September 24, 1997) filed a Schedule 13D with the Commission on July 3,
1997. This Amendment No. 1 to Schedule 13D amends and restates the
previously filed Schedule 13D to reflect the fact that Mr. Miller has
joined the Group and that the Group has become identified as "Concerned
Shareholders for Better Management of Ameriwood" (the "Committee").
ITEM 2. IDENTITY AND BACKGROUND.
MR. DRUEKE. Mr. Drueke is employed as a securities broker by Stifel,
Nicolaus & Co., Inc., a securities brokerage firm whose principal business
address is 500 N. Broadway, St. Louis, Missouri 63102. Mr. Drueke's
business address is P.O. Box 364, Caledonia, Michigan 49316.
MR. KAISER. Mr. Kaiser is a self-employed lumber broker whose
principal business address is 2364 E. Parker Dr., Wayland, Michigan 49348.
MR. LUNDEEN. Mr. Lundeen is a private investor whose principal business
address is 8309 Club Ridge Drive, Austin, Texas 78735.
MR. MILLER. Mr. Miller is the Executive Vice President of Howard
Miller Clock Co., whose principal business address is 860 E. Main Street,
Zeeland, Michigan 49464.
MR. MOL. Mr. Mol is a self-employed entrepreneur and businessman
whose residence address is 3075 Baldwin, Hudsonville, Michigan 49426.
NORDRUK. NorDruk is a Michigan limited partnership whose principal
business and principal office address is P.O. Box 364, Caledonia,
Michigan 49316. The principal business of NorDruk is that of investing in
securities issued by publicly traded companies. The general partners of
NorDruk are Paul C. Drueke and John F. Northway, Sr.
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MR. NORTHWAY. Mr. Northway is a self-employed business consultant
whose business address is Matthews Bldg., 312 West Main St., Suite 3W,
Owosso, Michigan 48867.
MR. WIERENGA. Mr. Wierenga is an owner and operator of a hardware and
plumbing business, Godwin Hardware and Plumbing Inc., whose principal
business address is 3703 S. Division, Grand Rapids, Michigan, 49508.
During the past five years, none of persons filing this Amendment No.
1 to Schedule 13D has (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws was issued nor in which there
was a finding of any violation with respect to such laws. Mr. Mol, Mr.
Wierenga, Mr. Kaiser, Mr. Lundeen, Mr. Northway, Mr. Drueke and Mr. Miller
are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
MR. DRUEKE. The amount of funds expended to date by Mr. Drueke to
acquire his shares as reported herein is $38,089.95. Such funds were
provided from Mr. Drueke's personal funds.
MR. KAISER. The amount of funds expended to date by Mr. Kaiser to
acquire his shares as reported herein is $142,481.47. Such funds were
provided from Mr. Kaiser's personal funds.
MR. LUNDEEN. The amount of funds expended to date by Mr. Lundeen to
acquire his shares as reported herein is $164,130.50. Such funds were
provided from Mr. Lundeen's personal funds.
MR. MILLER. The amount of funds expended to date by Mr. Miller to
acquire his shares as reported herein is approximately $825,000. Such
funds were provided from Mr. Miller's personal funds.
MR. MOL. The amount of funds expended to date by Mr. Mol to acquire
his shares as reported herein is $1,007,170.78. Such funds were provided
in part from Mr. Mol's personal funds and in part by loans from
subsidiaries of Stifel, Nicolaus & Co., Inc. ("Stifel Nicolaus"). Mr. Mol
has a margin account with subsidiaries of Stifel Nicolaus and has used the
proceeds from loans made to him by Stifel Nicolaus to purchase a portion of
the shares of Common Stock of Ameriwood that he presently owns. All of the
marginable securities owned by Mr. Mol and held in its brokerage account at
Stifel Nicolaus are pledged as collateral for the repayment of margin loans
made to Mr. Mol by Stifel Nicolaus. A copy of Mr. Mol's margin account
agreement with Stifel Nicolaus was attached as Exhibit 3 to the Schedule
13D filed on July 3, 1997 filed by the parties (with the exception of Mr.
Miller) and is incorporated herein by reference.
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NORDRUK. The amount of funds expended to date by NorDruk to acquire
its shares as reported herein is $234,922. Such funds were provided from
NorDruk's available capital and in part by loans from subsidiaries of
Stifel Nicolaus. NorDruk has a margin account with subsidiaries of Stifel
Nicolaus and has used the proceeds from loans made to it by Stifel Nicolaus
to purchase a portion of the shares of Common Stock of Ameriwood that it
presently owns. All of the marginable securities owned by NorDruk and held
in its brokerage account at Stifel Nicolaus are pledged as collateral for
the repayment of margin loans made to NorDruk by Stifel Nicolaus. A copy
of NorDruk's margin account agreement with Stifel Nicolaus was attached as
Exhibit 3 to the Schedule 13D filed on July 3, 1997 filed by the parties
(with the exception of Mr. Miller) and is incorporated herein by reference.
MR. NORTHWAY. The amount of funds expended to date by Mr. Northway to
acquire his shares as reported herein is $6,300. Such funds were provided
from Mr. Northway's personal funds.
MR. WIERENGA. The amount of funds expended to date by Mr. Wierenga to
acquire his shares as reported herein is $152,659. Such funds were provided
from Mr. Wierenga's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The members of the Committee are long term investors who believe
that Ameriwood has failed to realize its potential value to shareholders
and that Ameriwood's board of directors has failed to take appropriate
action to enhance shareholder value. The members have now formed the
Committee to assert shareholder rights. The purpose of the Committee is to
communicate with Ameriwood's management concerning enhancement of
shareholder value.
In furtherance of its goal of enhancing shareholder value, the
Committee may advocate proposals which relate to or would result in any or
all of the following:
1. Removal or resignation of the chairman of the board.
2. Retention of senior management with demonstrated expertise in
manufacturing durable consumer goods.
3. Election or appointment of new directors with personal expertise
in manufacturing and marketing.
4. Election or appointment of a non-management employee director to
represent the interests of participants in Ameriwood's employee
stock ownership plan.
5. Closing the company's Grand Rapids executive offices.
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<PAGE>
6. Termination of the company's poison pill ("shareholder rights
plan").
7. Sale or merger of the company.
8. Other plans or proposals not yet identified.
These purposes have been communicated to Ameriwood's board of directors
and the public by means of the letter and press release filed as exhibits
to this Schedule 13D.
The Committee intends to continue to evaluate Ameriwood and its
business prospects and intends to communicate with management of Ameriwood,
other shareholders, or other persons to further its objectives. Any member
of the Committee may make further purchases of shares of Common Stock or
may dispose of any or all of his or its shares of Common Stock at any time.
At present, and except as disclosed herein, the Committee has no specific
plans or proposals that relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The
Committee intends to continue to explore the options available to it. The
Committee may, at any time or from time to time, review or reconsider its
position with respect to Ameriwood and formulate plans with respect to
matters referred to in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) BENEFICIAL OWNERSHIP. The members of the Committee, in
the aggregate, are the beneficial owners of 348,213 shares of Ameriwood
Common Stock, or approximately 8.2% of its outstanding shares. All
percentages reported in this Schedule 13D are based on the number of shares
reported as being outstanding on the company's Form 10-Q quarterly report
for the quarter ended June 30, 1997. Each member of the Committee
disclaims beneficial ownership of shares beneficially owned by each other
member of the Committee (except that Mr. Drueke and Mr. Northway
acknowledge shared beneficial ownership of shares held by NorDruk).
MR. DRUEKE. By virtue of his separate ownership and control of
NorDruk as a General Partner, Mr. Drueke, is deemed to beneficially own
44,600 shares of the Common Stock of Ameriwood, constituting approximately
1.047% of the issued and outstanding shares of Common Stock.
MR. KAISER. Mr. Kaiser is deemed to beneficially own 29,000 shares of
the Common Stock of Ameriwood, constituting approximately 0.681% of the
issued and outstanding shares of Common Stock.
MR. LUNDEEN. Mr. Lundeen is deemed to beneficially own 25,300 shares
of the Common Stock of Ameriwood, constituting approximately 0.594% of
the issued and outstanding shares of Common Stock.
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MR. MILLER. Mr. Miller is deemed to beneficially own 59,000 shares of
the Common Stock of Ameriwood, constituting approximately 1.385% of the
issued and outstanding shares of Common Stock.
MR. MOL. Mr. Mol is deemed to beneficially own 157,113 shares of the
Common Stock of Ameriwood, constituting approximately 3.688% of the issued
and outstanding shares of Common Stock.
NORDRUK. NorDruk beneficially owns 40,000 shares of Common Stock of
Ameriwood, constituting approximately 0.939% of the issued and outstanding
shares of Common Stock. NorDruk's shares are also included in shares
reported as beneficially owned by Mr. Drueke and Mr. Northway.
MR. NORTHWAY. By virtue of his separate ownership and control of
NorDruk as a General Partner, Mr. Northway is deemed to beneficially own
40,900 shares of the Common Stock of Ameriwood, constituting approximately
0.960% of the issued and outstanding shares of Common Stock.
MR. WIERENGA. Mr. Wierenga is deemed to beneficially own 32,300
shares of the Common Stock of Ameriwood, constituting approximately 0.758%
of the issued and outstanding shares of Common Stock.
(b) VOTING AND DISPOSITIVE POWER. The members of the Committee,
in the aggregate, are have voting and dispositive power over 348,213 shares
of Ameriwood Common Stock, or approximately 8.2% of the number of shares
reported as being outstanding on the company's most recent Form 10-Q
quarterly report. Each member of the Committee disclaims voting and
dispositive power over shares beneficially owned by each other member of
the Committee, except that Mr. Drueke and Mr. Northway acknowledge shared
voting and dispositive power over shares held by NorDruk.
MR. DRUEKE. Mr. Drueke has sole voting and investment power over
4,600 shares of the Common Stock of Ameriwood and shares voting and
investment power with Mr. Northway over NorDruk's 40,000 shares.
MR. KAISER. Mr. Kaiser has sole voting and dispositive power over
28,000 shares of the Common Stock of Ameriwood and shares voting and
dispositive power over 1,000 shares of the Common Stock of Ameriwood with
Evelyn M. Kaiser.
MR. LUNDEEN. Mr. Lundeen has sole voting and dispositive power over,
and is deemed to beneficially own, 25,300 shares of the Common Stock of
Ameriwood.
MR. MILLER. Mr. Miller has sole voting and dispositive power over
59,000 shares of the Common Stock of Ameriwood.
MR. MOL. Mr. Mol has sole voting and dispositive power over 157,113
shares of the Common Stock of Ameriwood.
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<PAGE>
NORDRUK. With respect to the shares described in (a) above, all
decisions regarding voting and disposition of NorDruk's 40,000 shares are
made jointly by the General Partners of NorDruk, Mr. Drueke and Mr. Northway.
MR. NORTHWAY. Mr. Northway has sole voting and investment power over
900 shares of the Common Stock of Ameriwood and shares voting and
investment power with Mr. Drueke over NorDruk's 40,000 shares.
MR. WIERENGA. Mr. Wierenga has sole voting and dispositive power over
31,100 shares of the Common Stock of Ameriwood and shares voting and
dispositive power over 1,200 shares of the Common Stock of Ameriwood with
Irene Wierenga.
(c) RECENT TRANSACTIONS. None of the members of the Committee
have made any transactions in Ameriwood Common Stock since filing of their
Schedule 13D on July 3, 1997 or in the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
1 Joint Filing Agreement*
2 Customer's Agreement, dated March 9, 1989, between NorDruk
Investment Company Limited Partnership and Stifel, Nicolaus
& Co., Inc.*
3 Customer's Agreement, dated June 16, 1995, between Jacob C.
Mol and Stifel, Nicolaus & Co., Inc.*
4 Administrative Agreement dated September 19, 1997 signed by
Paul C. Drueke and Gary Kaiser
5 Administrative Agreement dated September 22, 1997 signed by
Paul C. Drueke and David S. Lundeen
6 Administrative Agreement dated September 24, 1997 signed by
Paul C. Drueke and Philip D. Miller
7 Administrative Agreement dated September 19, 1997 signed by
Paul C. Drueke and Jacob Mol
8 Administrative Agreement dated September 23, 1997 signed by
Paul C. Drueke and NorDruk Investment Company Limited
Partnership
9 Administrative Agreement dated September 23, 1997 signed by
Paul C. Drueke and John F. Northway, Sr.
10 Administrative Agreement dated September 22, 1997 signed by
Paul C. Drueke and Peter D. Wierenga
11 Letter dated September 25, 1997, to board of directors
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12 Press release dated September 26, 1997
13 Power of Attorney of Paul C. Drueke dated September 23, 1997
14 Power of Attorney of Gary Kaiser dated September 19, 1997
15 Power of Attorney of David S. Lundeen dated September 22, 1997
16 Power of Attorney of Philip D. Miller dated September 24, 1997
17 Power of Attorney of Jacob Mol dated September 25, 1997
18 Power of Attorney of NorDruk Investment Company Limited
Partnership dated September 23, 1997
19 Power of Attorney of John F. Northway, Sr. dated September 23,
1997
20 Power of Attorney of Peter D. Wierenga dated September 22, 1997
*Incorporated by reference to the Group's Schedule 13D filed on July 3, 1997.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 29, 1997 /S/PAUL C. DRUEKE
Paul C. Drueke
/S/GARY KAISER*
Gary Kaiser
/S/DAVID S. LUNDEEN*
David S. Lundeen
/S/PHILIP D. MILLER*
Philip D. Miller
/S/JACOB C. MOL*
Jacob C. Mol
NORDRUK INVESTMENT COMPANY
LIMITED PARTNERSHIP
/S/PAUL C. DRUEKE
Paul C. Drueke, General Partner
/S/JOHN F. NORTHWAY, SR.*
John F. Northway, Sr., General Partner
/S/JOHN F. NORTHWAY, SR.*
John F. Northway, Sr.
/S/PETER DOUGLAS WIERENGA*
Peter Douglas Wierenga
*By /S/PAUL C. DRUEKE
Paul C. Drueke
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
1 Joint Filing Agreement*
2 Customer's Agreement, dated March 9, 1989, between NorDruk
Investment Company Limited Partnership and Stifel, Nicolaus
& Co., Inc.*
3 Customer's Agreement, dated June 16, 1995, between Jacob C.
Mol and Stifel, Nicolaus & Co., Inc.*
4 Administrative Agreement dated September 19, 1997 signed by
Paul C. Drueke and Gary Kaiser
5 Administrative Agreement dated September 22, 1997 signed by
Paul C. Drueke and David S. Lundeen
6 Administrative Agreement dated September 24, 1997 signed by
Paul C. Drueke and Philip D. Miller
7 Administrative Agreement dated September 19, 1997 signed by
Paul C. Drueke and Jacob Mol
8 Administrative Agreement dated September 23, 1997 signed by
Paul C. Drueke and NorDruk Investment Company Limited
Partnership
9 Administrative Agreement dated September 23, 1997 signed by
Paul C. Drueke and John F. Northway, Sr.
10 Administrative Agreement dated September 22, 1997 signed by
Paul C. Drueke and Peter D. Wierenga
11 Letter dated September 25, 1997, to board of directors
12 Press release dated September 26, 1997
13 Power of Attorney of Paul C. Drueke dated September 23, 1997
14 Power of Attorney of Gary Kaiser dated September 19, 1997
15 Power of Attorney of David S. Lundeen dated September 22, 1997
16 Power of Attorney of Philip D. Miller dated September 24, 1997
17 Power of Attorney of Jacob Mol dated September 25, 1997
18 Power of Attorney of NorDruk Investment Company Limited
Partnership dated September 23, 1997
19 Power of Attorney of John F. Northway, Sr. dated September 23,
1997
20 Power of Attorney of Peter D. Wierenga dated September 22, 1997
*Incorporated by reference to the Group's Schedule 13D filed on July 3, 1997.
<PAGE>
EXHIBIT 4
PAUL C. DRUEKE
c/o Stifel, Nicolaus & Co., Inc.
2100 Raybrook S.E., Suite 200
Grand Rapids, Michigan 49546
September 16, 1997
Mr. Gary Kaiser Mr. David S. Lundeen
2364 E. Parker Drive c/o BSG Corporation
Wayland, Michigan 49348 701 Brazos
Austin, Texas 78735
Mr. Philip D. Miller Mr. Jacob S. Mol
860 E. Main Street 3075 Baldwin
Zeeland, Michigan 49464 Hudsonville, Michigan 49426
NorDruk Investment Company Mr. John F. Northway, Sr.
Limited Partnership Matthews Building
P.O. Box 364 312 W. Main Street, Suite 3W
Caledonia, Michigan 49316 Owosso, Michigan 48867
Mr. Peter D. Wierenga
c/o Godwin Hardware
3703 S. Division
Grand Rapids, Michigan 49508
RE: AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
ADMINISTRATIVE AGREEMENT
Gentlemen:
This letter will document our agreement concerning the formation
of "Concerned Shareholders for Better Management of Ameriwood" (the
"Committee").
We have determined that we each believe that certain changes in
management and business philosophy of Ameriwood Industries International
Corporation ("Ameriwood") are desirable, that there is no conflict among us
on this point, and that there is a possibility of future cooperative
efforts in that regard.
We each acknowledge and represent that prior to June 23, 1997,
there was no agreement, arrangement or understanding among any of us relating
in any way to Ameriwood. On that date, we (with the exception of Mr. Miller)
reached an understanding to act as a group to actively assert shareholder
rights by approaching Ameriwood to appoint a nominee of our group to
Ameriwood's board of directors. On July 3, 1997, we (with the exception of
Mr. Miller) filed a Schedule 13D with the Securities and Exchange Commission
concerning the formation of our group (the "Schedule 13D").
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 2
Subsequently, Mr. Miller expressed an interest in joining our
group, and by his signature to this letter joins our group. We also agree
to form the Committee as of the date of the last signature to this letter.
The purpose of this letter is to state clearly what we agree, and
what we do not agree, to do in regard to Ameriwood and the Committee. If
you agree to the provisions of this letter, please acknowledge your
agreement by dating, signing and returning the enclosed copy of this letter
to me.
I propose that our agreement concerning Ameriwood be as follows:
1. We will form the Committee. Mr. Mol will be the Chairman and I
will be the Secretary of the Committee. No other persons will be
permitted to join the Committee except by our unanimous
agreement. In addition, no other persons will be permitted to
join or be considered part of our "group" (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) with respect to Ameriwood without our unanimous consent.
None of us shall form any agreement, arrangement or understanding
with any other person concerning Ameriwood or its shares without
first disclosing such agreement, arrangement or understanding to
the Committee so that it may be properly reported.
2. We will jointly prepare and file an appropriate amendment to the
Schedule 13D under Rule 13d-1 of the Exchange Act, duly reporting
the addition of Mr. Miller to our group, the formation of the
Committee, and such other matters as may be required by law to be
disclosed in the amendment to the Schedule 13D. To the extent
required by law or as we deem desirable, we will prepare and file
additional amendments to the Schedule 13D and such other documents
and filings as may be required by all applicable securities
laws and other laws (together with the Schedule 13D, "Securities
Filings"). To the extent possible, Securities Filings will be
filed jointly. Each member of the Committee will have a reasonable
time to review all Securities Filings before they are filed. All
Securities Filings shall be complete, correct and timely filed.
Each party will sign and date the power of attorney attached to
this letter, authorizing me, as well as Gordon R. Lewis or other
attorneys associated with Warner Norcross & Judd LLP, to sign and
file Securities Filings on our behalf.
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 3
3. The Committee shall issue a press release (which or may not be
included in a Securities Filing) announcing the formation of the
Committee and stating that the purpose of the Committee is to
communicate with the management of Ameriwood to seek ways to
enhance shareholder value. Thereafter, the Committee shall issue
such press releases and undertake such other activities as we may
agree.
4. None of us shall purchase or in any way become the beneficial
owner of any additional shares of stock in or securities issued
by Ameriwood without first determining that such purchase or
other acquisition will not result in our group becoming the
beneficial owner of more than ten percent (10%) of any
outstanding class of Ameriwood securities. Each of us reserves
the sole voting and dispositive power over shares of Ameriwood
stock beneficially owned by him, except that Mr. Northway and I
share voting and dispositive power over shares of Ameriwood stock
owned by NorDruk Investment Company Limited Partnership (the
"Partnership") in our capacities as General Partners of the
Partnership. Each of us disclaims beneficial ownership of shares
of Ameriwood stock owned by the others, except that Mr. Northway
and I shall be deemed to be beneficial owners of the shares of
Ameriwood stock owned by the Partnership by virtue of our status
as General Partners of the Partnership.
5. We will share all expenses in connection with the Committee's
activities and the preparation and filing of all Securities
Filings, including the fees of Warner Norcross & Judd LLP, in
proportion to the amount of Ameriwood Common Stock that we own,
as reflected in the most recent amendment to the Schedule 13D.
Each us will bear his own costs of his respective attorneys and
other personal expenses, if any.
6. Each of us agrees to promptly provide the others any and all
personal information reasonably necessary for the purpose of
preparing necessary securities filings and of any other proper
purpose in connection with our joint enterprise. Each of us
represents and warrants to the others that no information shall
contain any statement which, at the time and in light of the
circumstances under which it is made, is false or misleading with
respect to any material fact or which omits to state any material
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 4
fact necessary in order to make the statements therein not false
or misleading or necessary to correct any statement in any
earlier communication which has become false or misleading. Each
of us agrees to promptly notify the others of any material change
in facts relevant to our various filings. Each of us agrees to
indemnify and defend the others against any and all liability and
costs arising from any breach by him of the above representations
and warranties.
Each of us agrees that the agreements stated in this letter and
our common enterprise shall begin if and when each of you has signed a copy
of this letter and returned it to me. Each of us further agrees that any
of us may terminate his association with the Committee and the others at
any time by written notice to the others. In the event that any of us
terminates his association with the Committee or the others, he shall
cooperate to the extent reasonably necessary to prepare and file any
Securities Filing required to be filed as a result of such termination.
Each of us further represents, warrants and agrees that except as
stated in this letter there is not, and has not been prior to June 23, 1997
(or, in the case of Mr. Miller, the date that he signs this letter), any
agreement, arrangement or understanding between any of us concerning the
Committee, Ameriwood or Ameriwood stock.
This agreement may be executed in counterparts, the sum of such
agreements binding each party to the others.
Very truly yours,
/s/Paul C. Drueke
Paul C. Drueke
I agree to the foregoing letter.
Dated: SEPTEMBER 19, 1997 /S/GARY KAISER
Name GARY KAISER
[please print]
<PAGE>
EXHIBIT 5
PAUL C. DRUEKE
c/o Stifel, Nicolaus & Co., Inc.
2100 Raybrook S.E., Suite 200
Grand Rapids, Michigan 49546
September 16, 1997
Mr. Gary Kaiser Mr. David S. Lundeen
2364 E. Parker Drive c/o BSG Corporation
Wayland, Michigan 49348 701 Brazos
Austin, Texas 78735
Mr. Philip D. Miller Mr. Jacob S. Mol
860 E. Main Street 3075 Baldwin
Zeeland, Michigan 49464 Hudsonville, Michigan 49426
NorDruk Investment Company Mr. John F. Northway, Sr.
Limited Partnership Matthews Building
P.O. Box 364 312 W. Main Street, Suite 3W
Caledonia, Michigan 49316 Owosso, Michigan 48867
Mr. Peter D. Wierenga
c/o Godwin Hardware
3703 S. Division
Grand Rapids, Michigan 49508
RE: AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
ADMINISTRATIVE AGREEMENT
Gentlemen:
This letter will document our agreement concerning the formation
of "Concerned Shareholders for Better Management of Ameriwood" (the
"Committee").
We have determined that we each believe that certain changes in
management and business philosophy of Ameriwood Industries International
Corporation ("Ameriwood") are desirable, that there is no conflict among us
on this point, and that there is a possibility of future cooperative
efforts in that regard.
We each acknowledge and represent that prior to June 23, 1997,
there was no agreement, arrangement or understanding among any of us relating
in any way to Ameriwood. On that date, we (with the exception of Mr. Miller)
reached an understanding to act as a group to actively assert shareholder
rights by approaching Ameriwood to appoint a nominee of our group to
Ameriwood's board of directors. On July 3, 1997, we (with the exception of
Mr. Miller) filed a Schedule 13D with the Securities and Exchange Commission
concerning the formation of our group (the "Schedule 13D").
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 2
Subsequently, Mr. Miller expressed an interest in joining our
group, and by his signature to this letter joins our group. We also agree
to form the Committee as of the date of the last signature to this letter.
The purpose of this letter is to state clearly what we agree, and
what we do not agree, to do in regard to Ameriwood and the Committee. If
you agree to the provisions of this letter, please acknowledge your
agreement by dating, signing and returning the enclosed copy of this letter
to me.
I propose that our agreement concerning Ameriwood be as follows:
1. We will form the Committee. Mr. Mol will be the Chairman and I
will be the Secretary of the Committee. No other persons will be
permitted to join the Committee except by our unanimous
agreement. In addition, no other persons will be permitted to
join or be considered part of our "group" (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) with respect to Ameriwood without our unanimous consent.
None of us shall form any agreement, arrangement or understanding
with any other person concerning Ameriwood or its shares without
first disclosing such agreement, arrangement or understanding to
the Committee so that it may be properly reported.
2. We will jointly prepare and file an appropriate amendment to the
Schedule 13D under Rule 13d-1 of the Exchange Act, duly reporting
the addition of Mr. Miller to our group, the formation of the
Committee, and such other matters as may be required by law to be
disclosed in the amendment to the Schedule 13D. To the extent
required by law or as we deem desirable, we will prepare and file
additional amendments to the Schedule 13D and such other documents
and filings as may be required by all applicable securities laws
and other laws (together with the Schedule 13D, "Securities
Filings"). To the extent possible, Securities Filings will be filed
jointly. Each member of the Committee will have a reasonable time
to review all Securities Filings before they are filed. All
Securities Filings shall be complete, correct and timely filed.
Each party will sign and date the power of attorney attached to
this letter, authorizing me, as well as Gordon R. Lewis or other
attorneys associated with Warner Norcross & Judd LLP, to sign and
file Securities Filings on our behalf.
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 3
3. The Committee shall issue a press release (which or may not be
included in a Securities Filing) announcing the formation of the
Committee and stating that the purpose of the Committee is to
communicate with the management of Ameriwood to seek ways to
enhance shareholder value. Thereafter, the Committee shall issue
such press releases and undertake such other activities as we may
agree.
4. None of us shall purchase or in any way become the beneficial
owner of any additional shares of stock in or securities issued
by Ameriwood without first determining that such purchase or
other acquisition will not result in our group becoming the
beneficial owner of more than ten percent (10%) of any
outstanding class of Ameriwood securities. Each of us reserves
the sole voting and dispositive power over shares of Ameriwood
stock beneficially owned by him, except that Mr. Northway and I
share voting and dispositive power over shares of Ameriwood stock
owned by NorDruk Investment Company Limited Partnership (the
"Partnership") in our capacities as General Partners of the
Partnership. Each of us disclaims beneficial ownership of shares
of Ameriwood stock owned by the others, except that Mr. Northway
and I shall be deemed to be beneficial owners of the shares of
Ameriwood stock owned by the Partnership by virtue of our status
as General Partners of the Partnership.
5. We will share all expenses in connection with the Committee's
activities and the preparation and filing of all Securities
Filings, including the fees of Warner Norcross & Judd LLP, in
proportion to the amount of Ameriwood Common Stock that we own,
as reflected in the most recent amendment to the Schedule 13D.
Each us will bear his own costs of his respective attorneys and
other personal expenses, if any.
6. Each of us agrees to promptly provide the others any and all
personal information reasonably necessary for the purpose of
preparing necessary securities filings and of any other proper
purpose in connection with our joint enterprise. Each of us
represents and warrants to the others that no information shall
contain any statement which, at the time and in light of the
circumstances under which it is made, is false or misleading with
respect to any material fact or which omits to state any material
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 4
fact necessary in order to make the statements therein not false
or misleading or necessary to correct any statement in any
earlier communication which has become false or misleading. Each
of us agrees to promptly notify the others of any material change
in facts relevant to our various filings. Each of us agrees to
indemnify and defend the others against any and all liability and
costs arising from any breach by him of the above representations
and warranties.
Each of us agrees that the agreements stated in this letter and
our common enterprise shall begin if and when each of you has signed a copy
of this letter and returned it to me. Each of us further agrees that any
of us may terminate his association with the Committee and the others at
any time by written notice to the others. In the event that any of us
terminates his association with the Committee or the others, he shall
cooperate to the extent reasonably necessary to prepare and file any
Securities Filing required to be filed as a result of such termination.
Each of us further represents, warrants and agrees that except as
stated in this letter there is not, and has not been prior to June 23, 1997
(or, in the case of Mr. Miller, the date that he signs this letter), any
agreement, arrangement or understanding between any of us concerning the
Committee, Ameriwood or Ameriwood stock.
This agreement may be executed in counterparts, the sum of such
agreements binding each party to the others.
Very truly yours,
/s/Paul C. Drueke
Paul C. Drueke
I agree to the foregoing letter.
Dated: SEPTEMBER 22, 1997 /S/DAVID S. LUNDEEN
Name DAVID S. LUNDEEN
[please print]
<PAGE>
EXHIBIT 6
PAUL C. DRUEKE
c/o Stifel, Nicolaus & Co., Inc.
2100 Raybrook S.E., Suite 200
Grand Rapids, Michigan 49546
September 16, 1997
Mr. Gary Kaiser Mr. David S. Lundeen
2364 E. Parker Drive c/o BSG Corporation
Wayland, Michigan 49348 701 Brazos
Austin, Texas 78735
Mr. Philip D. Miller Mr. Jacob S. Mol
860 E. Main Street 3075 Baldwin
Zeeland, Michigan 49464 Hudsonville, Michigan 49426
NorDruk Investment Company Mr. John F. Northway, Sr.
Limited Partnership Matthews Building
P.O. Box 364 312 W. Main Street, Suite 3W
Caledonia, Michigan 49316 Owosso, Michigan 48867
Mr. Peter D. Wierenga
c/o Godwin Hardware
3703 S. Division
Grand Rapids, Michigan 49508
RE: AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
ADMINISTRATIVE AGREEMENT
Gentlemen:
This letter will document our agreement concerning the formation
of "Concerned Shareholders for Better Management of Ameriwood" (the
"Committee").
We have determined that we each believe that certain changes in
management and business philosophy of Ameriwood Industries International
Corporation ("Ameriwood") are desirable, that there is no conflict among us
on this point, and that there is a possibility of future cooperative
efforts in that regard.
We each acknowledge and represent that prior to June 23, 1997,
there was no agreement, arrangement or understanding among any of us relating
in any way to Ameriwood. On that date, we (with the exception of Mr. Miller)
reached an understanding to act as a group to actively assert shareholder
rights by approaching Ameriwood to appoint a nominee of our group to
Ameriwood's board of directors. On July 3, 1997, we (with the exception of
Mr. Miller) filed a Schedule 13D with the Securities and Exchange Commission
concerning the formation of our group (the "Schedule 13D").
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 2
Subsequently, Mr. Miller expressed an interest in joining our
group, and by his signature to this letter joins our group. We also agree
to form the Committee as of the date of the last signature to this letter.
The purpose of this letter is to state clearly what we agree, and
what we do not agree, to do in regard to Ameriwood and the Committee. If
you agree to the provisions of this letter, please acknowledge your
agreement by dating, signing and returning the enclosed copy of this letter
to me.
I propose that our agreement concerning Ameriwood be as follows:
1. We will form the Committee. Mr. Mol will be the Chairman and I
will be the Secretary of the Committee. No other persons will be
permitted to join the Committee except by our unanimous
agreement. In addition, no other persons will be permitted to
join or be considered part of our "group" (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) with respect to Ameriwood without our unanimous consent.
None of us shall form any agreement, arrangement or understanding
with any other person concerning Ameriwood or its shares without
first disclosing such agreement, arrangement or understanding to
the Committee so that it may be properly reported.
2. We will jointly prepare and file an appropriate amendment to the
Schedule 13D under Rule 13d-1 of the Exchange Act, duly reporting
the addition of Mr. Miller to our group, the formation of the
Committee, and such other matters as may be required by law to be
disclosed in the amendment to the Schedule 13D. To the extent
required by law or as we deem desirable, we will prepare and file
additional amendments to the Schedule 13D and such other documents
and filings as may be required by all applicable securities laws
and other laws (together with the Schedule 13D, "Securities
Filings"). To the extent possible, Securities Filings will be filed
jointly. Each member of the Committee will have a reasonable time
to review all Securities Filings before they are filed. All
Securities Filings shall be complete, correct and timely filed.
Each party will sign and date the power of attorney attached to
this letter, authorizing me, as well as Gordon R. Lewis or other
attorneys associated with Warner Norcross & Judd LLP, to sign and
file Securities Filings on our behalf.
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 3
3. The Committee shall issue a press release (which or may not be
included in a Securities Filing) announcing the formation of the
Committee and stating that the purpose of the Committee is to
communicate with the management of Ameriwood to seek ways to
enhance shareholder value. Thereafter, the Committee shall issue
such press releases and undertake such other activities as we may
agree.
4. None of us shall purchase or in any way become the beneficial
owner of any additional shares of stock in or securities issued
by Ameriwood without first determining that such purchase or
other acquisition will not result in our group becoming the
beneficial owner of more than ten percent (10%) of any
outstanding class of Ameriwood securities. Each of us reserves
the sole voting and dispositive power over shares of Ameriwood
stock beneficially owned by him, except that Mr. Northway and I
share voting and dispositive power over shares of Ameriwood stock
owned by NorDruk Investment Company Limited Partnership (the
"Partnership") in our capacities as General Partners of the
Partnership. Each of us disclaims beneficial ownership of shares
of Ameriwood stock owned by the others, except that Mr. Northway
and I shall be deemed to be beneficial owners of the shares of
Ameriwood stock owned by the Partnership by virtue of our status
as General Partners of the Partnership.
5. We will share all expenses in connection with the Committee's
activities and the preparation and filing of all Securities
Filings, including the fees of Warner Norcross & Judd LLP, in
proportion to the amount of Ameriwood Common Stock that we own,
as reflected in the most recent amendment to the Schedule 13D.
Each us will bear his own costs of his respective attorneys and
other personal expenses, if any.
6. Each of us agrees to promptly provide the others any and all
personal information reasonably necessary for the purpose of
preparing necessary securities filings and of any other proper
purpose in connection with our joint enterprise. Each of us
represents and warrants to the others that no information shall
contain any statement which, at the time and in light of the
circumstances under which it is made, is false or misleading with
respect to any material fact or which omits to state any material
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 4
fact necessary in order to make the statements therein not false
or misleading or necessary to correct any statement in any
earlier communication which has become false or misleading. Each
of us agrees to promptly notify the others of any material change
in facts relevant to our various filings. Each of us agrees to
indemnify and defend the others against any and all liability and
costs arising from any breach by him of the above representations
and warranties.
Each of us agrees that the agreements stated in this letter and
our common enterprise shall begin if and when each of you has signed a copy
of this letter and returned it to me. Each of us further agrees that any
of us may terminate his association with the Committee and the others at
any time by written notice to the others. In the event that any of us
terminates his association with the Committee or the others, he shall
cooperate to the extent reasonably necessary to prepare and file any
Securities Filing required to be filed as a result of such termination.
Each of us further represents, warrants and agrees that except as
stated in this letter there is not, and has not been prior to June 23, 1997
(or, in the case of Mr. Miller, the date that he signs this letter), any
agreement, arrangement or understanding between any of us concerning the
Committee, Ameriwood or Ameriwood stock.
This agreement may be executed in counterparts, the sum of such
agreements binding each party to the others.
Very truly yours,
/s/Paul C. Drueke
Paul C. Drueke
I agree to the foregoing letter.
Dated: SEPTEMBER 24, 1997 /S/PHILIP D. MILLER
Name PHILIP D. MILLER
[please print]
<PAGE>
EXHIBIT 7
PAUL C. DRUEKE
c/o Stifel, Nicolaus & Co., Inc.
2100 Raybrook S.E., Suite 200
Grand Rapids, Michigan 49546
September 16, 1997
Mr. Gary Kaiser Mr. David S. Lundeen
2364 E. Parker Drive c/o BSG Corporation
Wayland, Michigan 49348 701 Brazos
Austin, Texas 78735
Mr. Philip D. Miller Mr. Jacob S. Mol
860 E. Main Street 3075 Baldwin
Zeeland, Michigan 49464 Hudsonville, Michigan 49426
NorDruk Investment Company Mr. John F. Northway, Sr.
Limited Partnership Matthews Building
P.O. Box 364 312 W. Main Street, Suite 3W
Caledonia, Michigan 49316 Owosso, Michigan 48867
Mr. Peter D. Wierenga
c/o Godwin Hardware
3703 S. Division
Grand Rapids, Michigan 49508
RE: AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
ADMINISTRATIVE AGREEMENT
Gentlemen:
This letter will document our agreement concerning the formation
of "Concerned Shareholders for Better Management of Ameriwood" (the
"Committee").
We have determined that we each believe that certain changes in
management and business philosophy of Ameriwood Industries International
Corporation ("Ameriwood") are desirable, that there is no conflict among us
on this point, and that there is a possibility of future cooperative
efforts in that regard.
We each acknowledge and represent that prior to June 23, 1997,
there was no agreement, arrangement or understanding among any of us relating
in any way to Ameriwood. On that date, we (with the exception of Mr. Miller)
reached an understanding to act as a group to actively assert shareholder
rights by approaching Ameriwood to appoint a nominee of our group to
Ameriwood's board of directors. On July 3, 1997, we (with the exception of
Mr. Miller) filed a Schedule 13D with the Securities and Exchange Commission
concerning the formation of our group (the "Schedule 13D").
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 2
Subsequently, Mr. Miller expressed an interest in joining our
group, and by his signature to this letter joins our group. We also agree
to form the Committee as of the date of the last signature to this letter.
The purpose of this letter is to state clearly what we agree, and
what we do not agree, to do in regard to Ameriwood and the Committee. If
you agree to the provisions of this letter, please acknowledge your
agreement by dating, signing and returning the enclosed copy of this letter
to me.
I propose that our agreement concerning Ameriwood be as follows:
1. We will form the Committee. Mr. Mol will be the Chairman and I
will be the Secretary of the Committee. No other persons will be
permitted to join the Committee except by our unanimous
agreement. In addition, no other persons will be permitted to
join or be considered part of our "group" (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) with respect to Ameriwood without our unanimous consent.
None of us shall form any agreement, arrangement or understanding
with any other person concerning Ameriwood or its shares without
first disclosing such agreement, arrangement or understanding to
the Committee so that it may be properly reported.
2. We will jointly prepare and file an appropriate amendment to the
Schedule 13D under Rule 13d-1 of the Exchange Act, duly reporting
the addition of Mr. Miller to our group, the formation of the
Committee, and such other matters as may be required by law to be
disclosed in the amendment to the Schedule 13D. To the extent
required by law or as we deem desirable, we will prepare and file
additional amendments to the Schedule 13D and such other documents
and filings as may be required by all applicable securities laws
and other laws (together with the Schedule 13D, "Securities
Filings"). To the extent possible, Securities Filings will be
filed jointly. Each member of the Committee will have a reasonable
time to review all Securities Filings before they are filed. All
Securities Filings shall be complete, correct and timely filed.
Each party will sign and date the power of attorney attached to
this letter, authorizing me, as well as Gordon R. Lewis or other
attorneys associated with Warner Norcross & Judd LLP, to sign and
file Securities Filings on our behalf.
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 3
3. The Committee shall issue a press release (which or may not be
included in a Securities Filing) announcing the formation of the
Committee and stating that the purpose of the Committee is to
communicate with the management of Ameriwood to seek ways to
enhance shareholder value. Thereafter, the Committee shall issue
such press releases and undertake such other activities as we may
agree.
4. None of us shall purchase or in any way become the beneficial
owner of any additional shares of stock in or securities issued
by Ameriwood without first determining that such purchase or
other acquisition will not result in our group becoming the
beneficial owner of more than ten percent (10%) of any
outstanding class of Ameriwood securities. Each of us reserves
the sole voting and dispositive power over shares of Ameriwood
stock beneficially owned by him, except that Mr. Northway and I
share voting and dispositive power over shares of Ameriwood stock
owned by NorDruk Investment Company Limited Partnership (the
"Partnership") in our capacities as General Partners of the
Partnership. Each of us disclaims beneficial ownership of shares
of Ameriwood stock owned by the others, except that Mr. Northway
and I shall be deemed to be beneficial owners of the shares of
Ameriwood stock owned by the Partnership by virtue of our status
as General Partners of the Partnership.
5. We will share all expenses in connection with the Committee's
activities and the preparation and filing of all Securities
Filings, including the fees of Warner Norcross & Judd LLP, in
proportion to the amount of Ameriwood Common Stock that we own,
as reflected in the most recent amendment to the Schedule 13D.
Each us will bear his own costs of his respective attorneys and
other personal expenses, if any.
6. Each of us agrees to promptly provide the others any and all
personal information reasonably necessary for the purpose of
preparing necessary securities filings and of any other proper
purpose in connection with our joint enterprise. Each of us
represents and warrants to the others that no information shall
contain any statement which, at the time and in light of the
circumstances under which it is made, is false or misleading with
respect to any material fact or which omits to state any material
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 4
fact necessary in order to make the statements therein not false
or misleading or necessary to correct any statement in any
earlier communication which has become false or misleading. Each
of us agrees to promptly notify the others of any material change
in facts relevant to our various filings. Each of us agrees to
indemnify and defend the others against any and all liability and
costs arising from any breach by him of the above representations
and warranties.
Each of us agrees that the agreements stated in this letter and
our common enterprise shall begin if and when each of you has signed a copy
of this letter and returned it to me. Each of us further agrees that any
of us may terminate his association with the Committee and the others at
any time by written notice to the others. In the event that any of us
terminates his association with the Committee or the others, he shall
cooperate to the extent reasonably necessary to prepare and file any
Securities Filing required to be filed as a result of such termination.
Each of us further represents, warrants and agrees that except as
stated in this letter there is not, and has not been prior to June 23, 1997
(or, in the case of Mr. Miller, the date that he signs this letter), any
agreement, arrangement or understanding between any of us concerning the
Committee, Ameriwood or Ameriwood stock.
This agreement may be executed in counterparts, the sum of such
agreements binding each party to the others.
Very truly yours,
/s/Paul C. Drueke
Paul C. Drueke
I agree to the foregoing letter.
Dated: SEPTEMBER 19, 1997 /S/JACOB MOL
Name JACOB MOL
[please print]
<PAGE>
EXHIBIT 8
PAUL C. DRUEKE
c/o Stifel, Nicolaus & Co., Inc.
2100 Raybrook S.E., Suite 200
Grand Rapids, Michigan 49546
September 16, 1997
Mr. Gary Kaiser Mr. David S. Lundeen
2364 E. Parker Drive c/o BSG Corporation
Wayland, Michigan 49348 701 Brazos
Austin, Texas 78735
Mr. Philip D. Miller Mr. Jacob S. Mol
860 E. Main Street 3075 Baldwin
Zeeland, Michigan 49464 Hudsonville, Michigan 49426
NorDruk Investment Company Mr. John F. Northway, Sr.
Limited Partnership Matthews Building
P.O. Box 364 312 W. Main Street, Suite 3W
Caledonia, Michigan 49316 Owosso, Michigan 48867
Mr. Peter D. Wierenga
c/o Godwin Hardware
3703 S. Division
Grand Rapids, Michigan 49508
RE: AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
ADMINISTRATIVE AGREEMENT
Gentlemen:
This letter will document our agreement concerning the formation
of "Concerned Shareholders for Better Management of Ameriwood" (the
"Committee").
We have determined that we each believe that certain changes in
management and business philosophy of Ameriwood Industries International
Corporation ("Ameriwood") are desirable, that there is no conflict among us
on this point, and that there is a possibility of future cooperative
efforts in that regard.
We each acknowledge and represent that prior to June 23, 1997,
there was no agreement, arrangement or understanding among any of us relating
in any way to Ameriwood. On that date, we (with the exception of Mr. Miller)
reached an understanding to act as a group to actively assert shareholder
rights by approaching Ameriwood to appoint a nominee of our group to
Ameriwood's board of directors. On July 3, 1997, we (with the exception of
Mr. Miller) filed a Schedule 13D with the Securities and Exchange Commission
concerning the formation of our group (the "Schedule 13D").
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 2
Subsequently, Mr. Miller expressed an interest in joining our
group, and by his signature to this letter joins our group. We also agree
to form the Committee as of the date of the last signature to this letter.
The purpose of this letter is to state clearly what we agree, and
what we do not agree, to do in regard to Ameriwood and the Committee. If
you agree to the provisions of this letter, please acknowledge your
agreement by dating, signing and returning the enclosed copy of this letter
to me.
I propose that our agreement concerning Ameriwood be as follows:
1. We will form the Committee. Mr. Mol will be the Chairman and I
will be the Secretary of the Committee. No other persons will be
permitted to join the Committee except by our unanimous
agreement. In addition, no other persons will be permitted to
join or be considered part of our "group" (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) with respect to Ameriwood without our unanimous consent.
None of us shall form any agreement, arrangement or understanding
with any other person concerning Ameriwood or its shares without
first disclosing such agreement, arrangement or understanding to
the Committee so that it may be properly reported.
2. We will jointly prepare and file an appropriate amendment to the
Schedule 13D under Rule 13d-1 of the Exchange Act, duly reporting
the addition of Mr. Miller to our group, the formation of the
Committee, and such other matters as may be required by law to be
disclosed in the amendment to the Schedule 13D. To the extent
required by law or as we deem desirable, we will prepare and file
additional amendments to the Schedule 13D and such other documents
and filings as may be required by all applicable securities laws
and other laws (together with the Schedule 13D, "Securities
Filings"). To the extent possible, Securities Filings will be
filed jointly. Each member of the Committee will have a reasonable
time to review all Securities Filings before they are filed. All
Securities Filings shall be complete, correct and timely filed.
Each party will sign and date the power of attorney attached to
this letter, authorizing me, as well as Gordon R. Lewis or other
attorneys associated with Warner Norcross & Judd LLP, to sign and
file Securities Filings on our behalf.
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 3
3. The Committee shall issue a press release (which or may not be
included in a Securities Filing) announcing the formation of the
Committee and stating that the purpose of the Committee is to
communicate with the management of Ameriwood to seek ways to
enhance shareholder value. Thereafter, the Committee shall issue
such press releases and undertake such other activities as we may
agree.
4. None of us shall purchase or in any way become the beneficial
owner of any additional shares of stock in or securities issued
by Ameriwood without first determining that such purchase or
other acquisition will not result in our group becoming the
beneficial owner of more than ten percent (10%) of any
outstanding class of Ameriwood securities. Each of us reserves
the sole voting and dispositive power over shares of Ameriwood
stock beneficially owned by him, except that Mr. Northway and I
share voting and dispositive power over shares of Ameriwood stock
owned by NorDruk Investment Company Limited Partnership (the
"Partnership") in our capacities as General Partners of the
Partnership. Each of us disclaims beneficial ownership of shares
of Ameriwood stock owned by the others, except that Mr. Northway
and I shall be deemed to be beneficial owners of the shares of
Ameriwood stock owned by the Partnership by virtue of our status
as General Partners of the Partnership.
5. We will share all expenses in connection with the Committee's
activities and the preparation and filing of all Securities
Filings, including the fees of Warner Norcross & Judd LLP, in
proportion to the amount of Ameriwood Common Stock that we own,
as reflected in the most recent amendment to the Schedule 13D.
Each us will bear his own costs of his respective attorneys and
other personal expenses, if any.
6. Each of us agrees to promptly provide the others any and all
personal information reasonably necessary for the purpose of
preparing necessary securities filings and of any other proper
purpose in connection with our joint enterprise. Each of us
represents and warrants to the others that no information shall
contain any statement which, at the time and in light of the
circumstances under which it is made, is false or misleading with
respect to any material fact or which omits to state any material
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 4
fact necessary in order to make the statements therein not false
or misleading or necessary to correct any statement in any
earlier communication which has become false or misleading. Each
of us agrees to promptly notify the others of any material change
in facts relevant to our various filings. Each of us agrees to
indemnify and defend the others against any and all liability and
costs arising from any breach by him of the above representations
and warranties.
Each of us agrees that the agreements stated in this letter and
our common enterprise shall begin if and when each of you has signed a copy
of this letter and returned it to me. Each of us further agrees that any
of us may terminate his association with the Committee and the others at
any time by written notice to the others. In the event that any of us
terminates his association with the Committee or the others, he shall
cooperate to the extent reasonably necessary to prepare and file any
Securities Filing required to be filed as a result of such termination.
Each of us further represents, warrants and agrees that except as
stated in this letter there is not, and has not been prior to June 23, 1997
(or, in the case of Mr. Miller, the date that he signs this letter), any
agreement, arrangement or understanding between any of us concerning the
Committee, Ameriwood or Ameriwood stock.
This agreement may be executed in counterparts, the sum of such
agreements binding each party to the others.
Very truly yours,
/s/Paul C. Drueke
Paul C. Drueke
I agree to the foregoing letter.
NORDRUK INVESTMENT COMPANY
LIMITED PARTNERSHIP
Dated: SEPTEMBER 23, 1997 /S/PAUL C. DRUEKE, GENERAL PARTNER
Name PAUL C. DRUEKE
[please print]
<PAGE>
EXHIBIT 9
PAUL C. DRUEKE
c/o Stifel, Nicolaus & Co., Inc.
2100 Raybrook S.E., Suite 200
Grand Rapids, Michigan 49546
September 16, 1997
Mr. Gary Kaiser Mr. David S. Lundeen
2364 E. Parker Drive c/o BSG Corporation
Wayland, Michigan 49348 701 Brazos
Austin, Texas 78735
Mr. Philip D. Miller Mr. Jacob S. Mol
860 E. Main Street 3075 Baldwin
Zeeland, Michigan 49464 Hudsonville, Michigan 49426
NorDruk Investment Company Mr. John F. Northway, Sr.
Limited Partnership Matthews Building
P.O. Box 364 312 W. Main Street, Suite 3W
Caledonia, Michigan 49316 Owosso, Michigan 48867
Mr. Peter D. Wierenga
c/o Godwin Hardware
3703 S. Division
Grand Rapids, Michigan 49508
RE: AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
ADMINISTRATIVE AGREEMENT
Gentlemen:
This letter will document our agreement concerning the formation
of "Concerned Shareholders for Better Management of Ameriwood" (the
"Committee").
We have determined that we each believe that certain changes in
management and business philosophy of Ameriwood Industries International
Corporation ("Ameriwood") are desirable, that there is no conflict among us
on this point, and that there is a possibility of future cooperative
efforts in that regard.
We each acknowledge and represent that prior to June 23, 1997,
there was no agreement, arrangement or understanding among any of us relating
in any way to Ameriwood. On that date, we (with the exception of Mr. Miller)
reached an understanding to act as a group to actively assert shareholder
rights by approaching Ameriwood to appoint a nominee of our group to
Ameriwood's board of directors. On July 3, 1997, we (with the exception of
Mr. Miller) filed a Schedule 13D with the Securities and Exchange Commission
concerning the formation of our group (the "Schedule 13D").
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 2
Subsequently, Mr. Miller expressed an interest in joining our
group, and by his signature to this letter joins our group. We also agree
to form the Committee as of the date of the last signature to this letter.
The purpose of this letter is to state clearly what we agree, and
what we do not agree, to do in regard to Ameriwood and the Committee. If
you agree to the provisions of this letter, please acknowledge your
agreement by dating, signing and returning the enclosed copy of this letter
to me.
I propose that our agreement concerning Ameriwood be as follows:
1. We will form the Committee. Mr. Mol will be the Chairman and I
will be the Secretary of the Committee. No other persons will be
permitted to join the Committee except by our unanimous
agreement. In addition, no other persons will be permitted to
join or be considered part of our "group" (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) with respect to Ameriwood without our unanimous consent.
None of us shall form any agreement, arrangement or understanding
with any other person concerning Ameriwood or its shares without
first disclosing such agreement, arrangement or understanding to
the Committee so that it may be properly reported.
2. We will jointly prepare and file an appropriate amendment to the
Schedule 13D under Rule 13d-1 of the Exchange Act, duly reporting
the addition of Mr. Miller to our group, the formation of the
Committee, and such other matters as may be required by law to be
disclosed in the amendment to the Schedule 13D. To the extent
required by law or as we deem desirable, we will prepare and file
additional amendments to the Schedule 13D and such other documents
and filings as may be required by all applicable securities laws
and other laws (together with the Schedule 13D, "Securities
Filings"). To the extent possible, Securities Filings will be
filed jointly. Each member of the Committee will have a reasonable
time to review all Securities Filings before they are filed. All
Securities Filings shall be complete, correct and timely filed.
Each party will sign and date the power of attorney attached to this
letter, authorizing me, as well as Gordon R. Lewis or other
attorneys associated with Warner Norcross & Judd LLP, to sign and
file Filings on our behalf.
PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 3
3. The Committee shall issue a press release (which or may not be
included in a Securities Filing) announcing the formation of the
Committee and stating that the purpose of the Committee is to
communicate with the management of Ameriwood to seek ways to
enhance shareholder value. Thereafter, the Committee shall issue
such press releases and undertake such other activities as we may
agree.
4. None of us shall purchase or in any way become the beneficial
owner of any additional shares of stock in or securities issued
by Ameriwood without first determining that such purchase or
other acquisition will not result in our group becoming the
beneficial owner of more than ten percent (10%) of any
outstanding class of Ameriwood securities. Each of us reserves
the sole voting and dispositive power over shares of Ameriwood
stock beneficially owned by him, except that Mr. Northway and I
share voting and dispositive power over shares of Ameriwood stock
owned by NorDruk Investment Company Limited Partnership (the
"Partnership") in our capacities as General Partners of the
Partnership. Each of us disclaims beneficial ownership of shares
of Ameriwood stock owned by the others, except that Mr. Northway
and I shall be deemed to be beneficial owners of the shares of
Ameriwood stock owned by the Partnership by virtue of our status
as General Partners of the Partnership.
5. We will share all expenses in connection with the Committee's
activities and the preparation and filing of all Securities
Filings, including the fees of Warner Norcross & Judd LLP, in
proportion to the amount of Ameriwood Common Stock that we own,
as reflected in the most recent amendment to the Schedule 13D.
Each us will bear his own costs of his respective attorneys and
other personal expenses, if any.
6. Each of us agrees to promptly provide the others any and all
personal information reasonably necessary for the purpose of
preparing necessary securities filings and of any other proper
purpose in connection with our joint enterprise. Each of us
represents and warrants to the others that no information shall
contain any statement which, at the time and in light of the
circumstances under which it is made, is false or misleading with
respect to any material fact or which omits to state any material
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 4
fact necessary in order to make the statements therein not false
or misleading or necessary to correct any statement in any
earlier communication which has become false or misleading. Each
of us agrees to promptly notify the others of any material change
in facts relevant to our various filings. Each of us agrees to
indemnify and defend the others against any and all liability and
costs arising from any breach by him of the above representations
and warranties.
Each of us agrees that the agreements stated in this letter and
our common enterprise shall begin if and when each of you has signed a copy
of this letter and returned it to me. Each of us further agrees that any
of us may terminate his association with the Committee and the others at
any time by written notice to the others. In the event that any of us
terminates his association with the Committee or the others, he shall
cooperate to the extent reasonably necessary to prepare and file any
Securities Filing required to be filed as a result of such termination.
Each of us further represents, warrants and agrees that except as
stated in this letter there is not, and has not been prior to June 23, 1997
(or, in the case of Mr. Miller, the date that he signs this letter), any
agreement, arrangement or understanding between any of us concerning the
Committee, Ameriwood or Ameriwood stock.
This agreement may be executed in counterparts, the sum of such
agreements binding each party to the others.
Very truly yours,
/s/Paul C. Drueke
Paul C. Drueke
I agree to the foregoing letter.
Dated: SEPTEMBER 23, 1997 /S/JOHN F. NORTHWAY, SR.
Name JOHN F. NORTHWAY, SR.
[please print]
<PAGE>
EXHIBIT 10
PAUL C. DRUEKE
c/o Stifel, Nicolaus & Co., Inc.
2100 Raybrook S.E., Suite 200
Grand Rapids, Michigan 49546
September 16, 1997
Mr. Gary Kaiser Mr. David S. Lundeen
2364 E. Parker Drive c/o BSG Corporation
Wayland, Michigan 49348 701 Brazos
Austin, Texas 78735
Mr. Philip D. Miller Mr. Jacob S. Mol
860 E. Main Street 3075 Baldwin
Zeeland, Michigan 49464 Hudsonville, Michigan 49426
NorDruk Investment Company Mr. John F. Northway, Sr.
Limited Partnership Matthews Building
P.O. Box 364 312 W. Main Street, Suite 3W
Caledonia, Michigan 49316 Owosso, Michigan 48867
Mr. Peter D. Wierenga
c/o Godwin Hardware
3703 S. Division
Grand Rapids, Michigan 49508
RE: AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
ADMINISTRATIVE AGREEMENT
Gentlemen:
This letter will document our agreement concerning the formation
of "Concerned Shareholders for Better Management of Ameriwood" (the
"Committee").
We have determined that we each believe that certain changes in
management and business philosophy of Ameriwood Industries International
Corporation ("Ameriwood") are desirable, that there is no conflict among us
on this point, and that there is a possibility of future cooperative
efforts in that regard.
We each acknowledge and represent that prior to June 23, 1997,
there was no agreement, arrangement or understanding among any of us relating
in any way to Ameriwood. On that date, we (with the exception of Mr. Miller)
reached an understanding to act as a group to actively assert shareholder
rights by approaching Ameriwood to appoint a nominee of our group to
Ameriwood's board of directors. On July 3, 1997, we (with the exception of
Mr. Miller) filed a Schedule 13D with the Securities and Exchange Commission
concerning the formation of our group (the "Schedule 13D").
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 2
Subsequently, Mr. Miller expressed an interest in joining our
group, and by his signature to this letter joins our group. We also agree
to form the Committee as of the date of the last signature to this letter.
The purpose of this letter is to state clearly what we agree, and
what we do not agree, to do in regard to Ameriwood and the Committee. If
you agree to the provisions of this letter, please acknowledge your
agreement by dating, signing and returning the enclosed copy of this letter
to me.
I propose that our agreement concerning Ameriwood be as follows:
1. We will form the Committee. Mr. Mol will be the Chairman and I
will be the Secretary of the Committee. No other persons will be
permitted to join the Committee except by our unanimous
agreement. In addition, no other persons will be permitted to
join or be considered part of our "group" (within the meaning of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) with respect to Ameriwood without our unanimous consent.
None of us shall form any agreement, arrangement or understanding
with any other person concerning Ameriwood or its shares without
first disclosing such agreement, arrangement or understanding to
the Committee so that it may be properly reported.
2. We will jointly prepare and file an appropriate amendment to the
Schedule 13D under Rule 13d-1 of the Exchange Act, duly reporting
the addition of Mr. Miller to our group, the formation of the
Committee, and such other matters as may be required by law to be
disclosed in the amendment to the Schedule 13D. To the extent
required by law or as we deem desirable, we will prepare and file
additional amendments to the Schedule 13D and such other documents
and filings as may be required by all applicable securities laws
and other laws (together with the Schedule 13D, "Securities
Filings"). To the extent possible, Securities Filings will be
filed jointly. Each member of the Committee will have a reasonable
time to review all Securities Filings before they are filed. All
Securities Filings shall be complete, correct and timely filed. Each
party will sign and date the power of attorney attached to this
letter, authorizing me, as well as Gordon R. Lewis or other attorneys
associated with Warner Norcross & Judd LLP, to sign and file
Securities Filings on our behalf.
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 3
3. The Committee shall issue a press release (which or may not be
included in a Securities Filing) announcing the formation of the
Committee and stating that the purpose of the Committee is to
communicate with the management of Ameriwood to seek ways to
enhance shareholder value. Thereafter, the Committee shall issue
such press releases and undertake such other activities as we may
agree.
4. None of us shall purchase or in any way become the beneficial
owner of any additional shares of stock in or securities issued
by Ameriwood without first determining that such purchase or
other acquisition will not result in our group becoming the
beneficial owner of more than ten percent (10%) of any
outstanding class of Ameriwood securities. Each of us reserves
the sole voting and dispositive power over shares of Ameriwood
stock beneficially owned by him, except that Mr. Northway and I
share voting and dispositive power over shares of Ameriwood stock
owned by NorDruk Investment Company Limited Partnership (the
"Partnership") in our capacities as General Partners of the
Partnership. Each of us disclaims beneficial ownership of shares
of Ameriwood stock owned by the others, except that Mr. Northway
and I shall be deemed to be beneficial owners of the shares of
Ameriwood stock owned by the Partnership by virtue of our status
as General Partners of the Partnership.
5. We will share all expenses in connection with the Committee's
activities and the preparation and filing of all Securities
Filings, including the fees of Warner Norcross & Judd LLP, in
proportion to the amount of Ameriwood Common Stock that we own,
as reflected in the most recent amendment to the Schedule 13D.
Each us will bear his own costs of his respective attorneys and
other personal expenses, if any.
6. Each of us agrees to promptly provide the others any and all
personal information reasonably necessary for the purpose of
preparing necessary securities filings and of any other proper
purpose in connection with our joint enterprise. Each of us
represents and warrants to the others that no information shall
contain any statement which, at the time and in light of the
circumstances under which it is made, is false or misleading with
respect to any material fact or which omits to state any material
<PAGE>
Mr. Gary Kaiser
Mr. David S. Lundeen
Mr. Philip D. Miller
Mr. Jacob S. Mol
NorDruk Investment Company
Mr. John F. Northway, Sr.
Mr. Peter D. Wierenga
Page 4
fact necessary in order to make the statements therein not false
or misleading or necessary to correct any statement in any
earlier communication which has become false or misleading. Each
of us agrees to promptly notify the others of any material change
in facts relevant to our various filings. Each of us agrees to
indemnify and defend the others against any and all liability and
costs arising from any breach by him of the above representations
and warranties.
Each of us agrees that the agreements stated in this letter and
our common enterprise shall begin if and when each of you has signed a copy
of this letter and returned it to me. Each of us further agrees that any
of us may terminate his association with the Committee and the others at
any time by written notice to the others. In the event that any of us
terminates his association with the Committee or the others, he shall
cooperate to the extent reasonably necessary to prepare and file any
Securities Filing required to be filed as a result of such termination.
Each of us further represents, warrants and agrees that except as
stated in this letter there is not, and has not been prior to June 23, 1997
(or, in the case of Mr. Miller, the date that he signs this letter), any
agreement, arrangement or understanding between any of us concerning the
Committee, Ameriwood or Ameriwood stock.
This agreement may be executed in counterparts, the sum of such
agreements binding each party to the others.
Very truly yours,
/s/Paul C. Drueke
Paul C. Drueke
I agree to the foregoing letter.
Dated: SEPTEMBER 22, 1997 /S/PETER D. WIERENGA
Name PETER D. WIERENGA
[please print]
<PAGE>
EXHIBIT 11
CONCERNED SHAREHOLDERS FOR
BETTER MANAGEMENT OF AMERIWOOD
c/o Paul C. Drueke, Secretary
P.O. Box 364
Caledonia, MI 49316
JACOB C. MOL
Chairman
September 25, 1997
Board of Directors
Ameriwood Industries International Corporation
168 Louis Campau Promenade, Suite 400
Grand Rapids, MI 49503
Gentlemen:
The time has come for Neil Longfellow Diver to resign or be
removed.
Mr. Diver was named to the board in 1990 to represent the
interests of the Willametta K. Day Trust. At the time of his appointment,
the Day Trust represented 7.51% of the company's stock. It is no longer a
reported shareholder. The largest shareholders today are Ameriwood
employees (holding 18.7% through the Employee Stock Ownership Plan) and the
Concerned Shareholders for Better Management of Ameriwood (8.2%). While
Mr. Diver appears to have effectively represented his own interests, we do
not believe that he represents the interests of today's shareholders.
Ameriwood's business is manufacturing and marketing durable
consumer products. It requires a leader who has demonstrated expertise in
manufacturing and marketing and success at leading a business engaged in
those activities. Our company's leader should be knowledgeable of the
needs of a publicly traded company, and an individual who inspires respect,
confidence, and loyalty in employees, shareholders and the investment
community. We do not believe that Mr. Diver has these qualities.
LET'S LOOK AT PROMISES AND PERFORMANCE
As Ameriwood's Chairman since 1991, Mr. Diver has assumed the
role of company spokesman to the investment community. Ameriwood's stock
price depends on the company's credibility. Mr. Diver has failed to
deliver that credibility. Let us review Ameriwood's promises and compare
them to its performance.
<PAGE>
Let us look back to 1993, Ameriwood's best year. For the year
ended December 31, 1993, earnings were $7,125,000, and sales were
$103,934,000. At the end of 1993, Ameriwood stock was trading at $16 per
share. Ameriwood had a strategic plan which included a capital investment
program similar to the one now apparently being implemented.
1994
Mr. Diver presented a promising future for Ameriwood:
"NOT ONLY DID WE POST RECORD SALES, RECORD OPERATING INCOME AND
VERY SATISFACTORY PER SHARE EARNINGS, WE ALSO TOOK A NUMBER OF
STEPS TO ENSURE THAT OUR GROWTH WILL CONTINUE IN 1994 AND THE
FORESEEABLE FUTURE. . . .AS WE ENTER 1994, OUR OUTLOOK FOR
AMERIWOOD IS AS BRIGHT AS IT HAS EVER BEEN AND WE EXPECT TO AGAIN
OUTPACE THE FURNITURE INDUSTRY WITH OUR GROWTH. WE HAVE SOME
VERY SPECIFIC REASONS FOR THIS OPTIMISM. WE HAVE, AS MENTIONED
EARLIER, EMBARKED UPON A CAPITAL SPENDING PROGRAM THAT INVOLVES
$16 MILLION OVER TWO YEARS. . . .OUR OPTIMISM ABOUT 1994 AND, IN
FACT, THE FORESEEABLE FUTURE IS ALSO FOUNDED ON OUR ENHANCED
PRODUCT LINE." 1993 Annual Report.
"WE HAVE SUBSTANTIALLY COMPLETED THE TWO YEAR $16 MILLION CAPITAL
IMPROVEMENTS PROGRAM BEGUN IN 1993. THIS SHOULD ALLOW US TO MAKE
SIGNIFICANT STRIDES IN REDUCING OUR COSTS AND IMPROVING OUR
PRODUCTIVITY." News release dated February 3, 1995.
1995
However, actual performance in 1994 and 1995 belied those
promises:
" . . . AN UNEXPECTED COMBINATION OF FACTORS DEVELOPED DURING THE
YEAR THAT CHANGED THE BUSINESS CLIMATE AND ULTIMATELY RESULTED IN
1994 BECOMING A YEAR OF DIFFICULT BUSINESS CONDITIONS." 1994
Annual Report.
"AMERIWOOD EXPECTS BREAK-EVEN FIRST QUARTER. CITES FLAT SALES
VOLUME, UNEXPECTED COSTS." News release dated April 12, 1995.
"AMERIWOOD REPORTS FLAT SECOND QUARTER SALES REPORTS .05 PER
SHARE NET LOSS FOR PERIOD." News release dated July 26, 1995.
"AMERIWOOD REPORTS LOSS FOR PERIOD." News release dated October
24, 1995.
2
<PAGE>
1996
In January of 1996, Jay Miglore, the last manufacturer on the
Board, resigned. Chuck Foley became interim President. Promises resumed:
"THE COMPANY HAS BEGUN A REORGANIZATION OF ITS MANAGEMENT
STRUCTURE AS PART OF ITS PLAN TO STREAMLINE ADMINISTRATIVE
PROCESSES AND REDUCE FIXED COST. News release dated Feb. 27,
1996.
"OUR 1995 RESULTS ARE CLEARLY UNSATISFACTORY AND WE ARE TAKING
CORRECTIVE ACTION. SOME MIGHT DESCRIBE THE TYPE OF YEAR
AMERIWOOD HAD IN 1995 AS 'ONE THEY WOULD RATHER FORGET.' BE
ASSURED, WE KNOW OUR RECENT ADVERSITY BRINGS WITH IT THE LESSONS
NECESSARY TO MAKE US A STRONGER COMPANY MOVING FORWARD." 1995
Annual Report.
"WE BEGAN TO REALIZE SOME OF THE EARLY BENEFITS OF OUR
REORGANIZATION AND EFFICIENCY GAINS IN THE FIRST QUARTER, BUT WE
DON'T ANTICIPATE EXPERIENCING THE FULL EFFECT UNTIL LATER THIS
YEAR." News release dated April 15, 1996.
"WE ARE PLEASED THAT OUR EFFORTS TO STREAMLINE THE ORGANIZATION
AND IMPROVE EFFICIENCY ARE BEGINNING TO HAVE AN IMPACT ON
RESULTS." News release dated July 24, 1996.
"WE HAVE TALKED THE TALK, NOW WE ARE READY TO WALK THE WALK."
Statement of Mr. Diver to shareholders at July 25, 1996 annual
meeting.
On November 1, 1996, Ameriwood announced that it would take a $1
million to $1.3 million charge to recall futon cushions, but:
"OUR OVERALL BUSINESS REMAINS STRONG . . . " News release dated
November 1, 1996.
"AS YOU KNOW, THE EFFORTS TO IMPROVE AMERIWOOD'S PROFITABILITY
ARE STARTING TO SHOW RESULTS." Invitation to investors for a
meeting at Cascade Country Club November 14, 1996.
"WE HAVE TALKED THE TALK . . . NOW WE ARE READY TO WALK THE
WALK." Neil Diver, to investors at Cascade Country Club November
14, 1996.
1997
After serving as interim President and Chief Executive Officer
for a mediocre year, Mr. Foley was named President and Chief Executive
3
<PAGE>
Officer, and appointed to the Board of Directors, on January 21, 1997.
Promises continued:
" . . .HE AND THE MANAGEMENT TEAM CONTINUE THE TURNAROUND EFFORT
BEGUN LAST YEAR." Neil Diver said. News release dated January
21, 1997:
"WE MADE SOME IMPORTANT STRIDES IN 1996, AND NOW MUST FOLLOW
THROUGH IN ORDER TO MAKE AMERIWOOD MORE CONSISTENTLY PROFITABLE."
News release dated February 19, 1997.
Ameriwood attributed the decrease in net sales from the year-ago
quarter to lower furniture sales, which decreased 14.7% to $19.3
million. "BEGINNING LAST YEAR, WE LAUNCHED SEVERAL KEY
INITIATIVES THAT SHOULD HELP BOOST SALES AND IMPROVE
PROFITABILITY IN THE NEAR-TERM." News release dated April 22,
1997.
At the May 20, 1997, annual meeting, shareholders were assured
that the recovery would be back on track in the 2nd quarter. Instead, what
followed looked close to a record quarterly operating loss:
<TABLE>
<CAPTION>
AMERIWOOD 6 MONTHS ENDING JUNE 30
--------- ------------------------
1996 1997
------------------------
<S> <C> <C> <C> <C>
Sales 51,565,900 50,203,700 Sales down 2.64%,
Earnings from close to a record
Operations 333,100 (2,230,100) loss.
</TABLE>
"LOWER THAN EXPECTED SALES, COUPLED WITH HIGHER SELLING,
GENERAL AND ADMINISTRATIVE COSTS COMPARED TO LAST YEAR'S SECOND
QUARTER, NEGATIVELY IMPACTED PROFITABILITY IN THE 1997 SECOND
PERIOD. EXPENSES RELATED TO STRENGTHENING PERSONNEL AND
MANUFACTURING OPERATIONS, AS WELL AS INCREASED MARKETING COSTS,
CONTRIBUTED TO THE NEARLY $1.4 MILLION INCREASE IN SG&A VERSUS
LAST YEAR'S SECOND QUARTER RESULTS. . . .FURNITURE SALES, WHICH
ROSE 3% IN THE QUARTER, WERE LOWER THAN EXPECTED DUE PARTLY TO
SOFT ORDER FLOW IN THE OFFICE SUPERSTORE, SPECIALTY STORE AND
WAREHOUSE CLUB CHANNELS. INCREASED OVERHEAD ABSORPTION DUE
TO LOWER THAN PLANNED PRODUCTION VOLUMES, AS WELL AS ADDITIONAL
SG&A EXPENSES OFFSET THE SALES GAIN IN THE SECOND QUARTER." News
release dated August 5, 1997.
4
<PAGE>
IT'S NOT JUST AN INDUSTRY PROBLEM
Broken promises, together with Mr. Diver's lack of responsiveness
to the investment community, has cost the company the interest and support
of the investment community. In 1993, three analysts wrote research pieces
on Ameriwood. Analysts continued to provide coverage of the company's
publicly traded competitors. However, to our knowledge, there is no
continuing analyst coverage of Ameriwood. We believe the company's current
stock price reflects the lack of confidence in Ameriwood in the investment
community, as well as its poor operating results.
Mr. Diver and Mr. Foley have stated or implied that Ameriwood's
problems are industry problems. Let's look at the performance of
Ameriwood's competitors:
BUSH INDUSTRIES, INC. Bush Industries, Inc., a leading furniture
manufacturer and supplier of surface technologies, reported record results
for the quarter and six months ended June 28, 1997.
<TABLE>
<CAPTION>
BUSH INDUSTRIES 6 MONTHS ENDING JUNE 30
--------------- ------------------------
1996 1997
------------------------
<S> <C> <C> <C> <C>
Sales 120,232,000 143,286,000 Sales up 19.2%,
Earnings from
Operations 14,652,000 17,280,000 earnings up 17.9%
</TABLE>
"SALES AND EARNINGS WERE STRONGER THAN EXPECTED FOR THE QUARTER.
THE SALES INCREASE WAS THE RESULT OF GOOD SELL-THROUGH AT RETAIL
AND SOME MAJOR PLACEMENT OF NEW PRODUCTS WITH KEY CUSTOMERS." Bush
Industry news release dated July 16, 1997.
O'SULLIVAN INDUSTRIES HOLDINGS, INC. O'Sullivan Industries
Holdings, Inc., reporting double digit sales gains, stronger gross margins
and improved capacity utilization, produced record sales and the second
most profitable year in the company's history. It was O'Sullivan's fifth
consecutive quarter of improved financial performance.
<TABLE>
<CAPTION>
O'SULLIVAN 6 MONTHS ENDING JUNE 30
---------- ------------------------
1996 1997
------------------------
<S> <C> <C> <C> <C>
Sales 137,418,000 157,771,000 Sales up 14.8%
Earnings from
Operations (457,000) 14,413,000 near record earnings
</TABLE>
5
<PAGE>
"AS WE NOTED IN OUR PRE-EARNINGS NEWS RELEASE ON AUGUST 5, O'SULLIVAN
HAS ENJOYED AN EXCELLENT FOURTH QUARTER AND FULL-YEAR PERFORMANCE IN
FISCAL 1997, IN PART DUE TO OPERATING IMPROVEMENTS WE'VE MADE DURING
THE PAST 18 MONTHS." O'Sullivan news release dated August 19, 1997.
THE GENERAL MARKET. As a result of Ameriwood's comparatively
poor performance, and as a result of Mr. Diver's personal inability to
instill confidence (or even hope) that performance will improve in the
future, your shareholders have suffered a loss in the value of their
investment in Ameriwood, while investors in the market in general have
enjoyed the greatest bull market in history. Consider the following
comparative analysis of total return:
<TABLE>
<CAPTION>
DECEMBER 31, 1993
THROUGH AUGUST 29, 1997
------------------------------------
ANNUAL
TOTAL RETURN EQUIVALENT RETURN
------------ -----------------
<S> <C> <C>
Ameriwood (69.59%) (28.30%)
S&P 500 103.34% 21.99%
Index
Dow Jones 109.10% 22.89%
Indus. Avg.
</TABLE>
MANAGEMENT AFTER MR. DIVER
Our concern for Ameriwood's future has certainly not been
mollified by Chuck Foley's appointment as chief executive officer. We see
little in Mr. Foley's biographical information that would give investors
any reason for confidence that he has the leadership, management skills and
expertise in manufacturing and marketing that the company needs to succeed.
The company's operating performance during the 11/2 years Mr. Foley has
served as president and chief executive officer has been abysmal. If Mr.
Foley is indeed qualified to lead our company, he must present himself to
the employees, shareholders and investment community in a manner that
inspires confidence. If he cannot produce acceptable operating results in
short order, he should be replaced.
WHAT ABOUT THE EMPLOYEES?
Since 1994, Neil Diver and Chuck Foley have received more in cash
compensation than the net income from operations of the company. What
about non- management employees?
6
<PAGE>
Ameriwood's employees are its most valuable resource. Through
the employee stock ownership plan, they are also Ameriwood's largest
shareholder. Because employees depend on the value of Ameriwood stock for
their retirement security, they also have a stake in effective management
of the company. Between December 31, 1993 and August 29, 1997, the value
of Ameriwood shares held by the ESOP fell over 69%. How secure is their
retirement, or their employment, if management continues business as usual.
WHAT SHOULD BE DONE?
On behalf of all Ameriwood shareholders, we urge the board of
directors to change its focus to effective and profitable management of a
company engaged in manufacturing and marketing durable consumer goods. To
that end, we urge you to:
- Remove Neil Diver from his position as Chairman of the
Board.
- Enlarge the expertise of the board of directors to
include the skills needed for the company's future
success; to that end:
- appoint to the board of directors one or more
directors with personal experience as chief
executive officer of a company engaged in the
business of manufacturing and marketing products.
- appoint to the board of directors a director who
represents nonmanagement employee participants in
the Employee Stock Ownership Plans.
- If Mr. Foley doesn't produce marked improvements in
operating results by the end of the year, hire someone
new to provide the leadership the company badly needs.
This individual should have demonstrated ability to
manage a company engaged in manufacturing and marketing
similar products, and the leadership ability to instill
respect, confidence and loyalty of the management,
employees, shareholders and the investment community.
- Discontinue annual director stock option awards until
there is a minimum of 6% return on equity from
operations to link director compensation to the
company's performance.
- Pay director fees in stock, not cash.
- Discontinue awarding stock options and stock
appreciation rights to management during periods of
7
<PAGE>
poor performance, to link management compensation to
performance.
- Close the Grand Rapids executive offices and move the
officers of the company to Dowagiac to promote
efficiency, communication with employees and hands-on
management.
- Communicate to the investment community a willingness
of the board of directors and management to stake their
own positions on their ability to cause the company to
compete successfully by dismantling the corporation's
poison pill and other defenses against acquisition
proposals.
- If an acceptable level of financial performance cannot
be achieved in short order, merge or sell it to a
company which is able to operate it effectively, before
continued operating losses further threaten employee
security and shareholder value.
The Concerned Shareholders for Better Management of Ameriwood
believe in Ameriwood. We believe that Ameriwood has good products and a
loyal and effective work force. If the board of directors will support
these assets by providing effective leadership, we believe that the company
can deliver superior financial performance and provide a more secure and
rewarding environment for its employees. We demand that you take the
measures needed to provide the shareholders and the employees with the
value they deserve.
Sincerely,
CONCERNED SHAREHOLDERS FOR
BETTER MANAGEMENT OF AMERIWOOD
By /s/Jacob C. Mol
Jacob C. Mol, Chairman
By /s/Paul C. Drueke
Paul C. Drueke, Secretary
8
<PAGE>
EXHIBIT 12
CONCERNED SHAREHOLDERS FOR BETTER MANAGEMENT OF AMERIWOOD
Press release
for immediate release
Contact: Paul C. Drueke, Secretary Gordon R. Lewis
Telephone: (616) 224-1553 Warner Norcross & Judd LLP
Fax: (616) 942-2412 Telephone: (616) 752-2752
Fax: (616) 752-2500
CONCERNED SHAREHOLDERS FOR BETTER MANAGEMENT OF AMERIWOOD DEMAND
RESIGNATION OR REMOVAL OF BOARD CHAIRMAN
Grand Rapids, Michigan, September 26, 1997. A committee of
shareholders of Ameriwood Industries International Corporation
("Ameriwood") (symbol AWII) today announced the formation of "Concerned
Shareholders for Better Management of Ameriwood." The committee was formed
for the purpose of communicating with Ameriwood's management concerning the
enhancement of shareholder value.
The committee is composed of long-term shareholders of Ameriwood who
collectively own 8.2% of the company's common stock. Committee members
include Mr. Gary Kaiser, Mr. David S. Lundeen, Mr. Philip D. Miller,
Mr. Jacob C. Mol, NorDruk Investment Company Limited Partnership, Mr. John F.
Northway, Sr. and Mr. Peter D. Wierenga.
In a letter to Ameriwood's Board of Directors, the committee called
for the resignation or removal of Neil Longfellow Diver, Chairman of the
Board of Ameriwood, and expressed concern over Mr. Diver's leadership
qualifications. After detailing Ameriwood's performance under Mr. Diver's
direction over the last several years, the committee concluded: "We believe
the company's current stock price reflects the lack of confidence in
Ameriwood in the investment community, as well as its poor operating
results."
The committee urged Ameriwood's Board of Directors to take actions
intended to enhance shareholder value, including, among others, appointing to
the Board of Directors persons with personal experience as a chief executive
officer of a company engaged in manufacturing and marketing products;
appointing to the Board a director who would represent nonmanagement employee
participants in the ESOP, which holds 18.7% of the company's stock; linking
management and board of directors' compensation to performance; and, if an
acceptable level of financial performance cannot be achieved in the short
term, merging or selling the company before continued operating losses
further threaten employee security and shareholder value.
Enclosures:
Schedule 13D
Letter to board
<PAGE>
EXHIBIT 13
POWER OF ATTORNEY
The undersigned shareholder ("Shareholder") of Ameriwood Industries
International Corporation ("Ameriwood") hereby designates and appoints Paul
C. Drueke, Gordon R. Lewis, any attorney or employee associated with Warner
Norcross & Judd LLP, and each of them severally, as his or its agents and
attorneys-in-fact to prepare, sign and file "Securities Filings," as
defined in and in accordance with the Agreement dated September 23, 1997 by
and between Jacob C. Mol, NorDruk Investment Company Limited Partnership
(the "Partnership"), Peter D. Wierenga, Gary Kaiser, David S. Lundeen, Paul
C. Drueke, John F. Northway, Sr. and Philip D. Miller relating to the
formation of "Dissatisfied Shareholders for Better Management of
Ameriwood," and to take any and all actions and exercise any and all powers
of the Shareholder with respect to such purpose.
Shareholder's agents and attorneys-in-fact shall have the right, by
written instrument, to delegate any or all of the granted powers to any
person or persons whom attorneys-in-fact may select. Such delegation may
be amended or revoked by attorneys-in-fact or by a successor attorney-in-fact
who is acting under the power of attorney at the time.
The Shareholder agrees that the attorneys-in-fact named herein may
rely entirely on information furnished orally or in writing by the
Shareholder or his or its officers or employees to such attorneys-in-fact.
The Shareholder also agrees to indemnify and hold harmless the
attorneys-in-fact against any losses, claims, damages or liabilities (or
actions in respect thereof) that arise out of or are based upon any untrue
statement or omission of necessary fact in the information provided by the
Shareholder to the attorneys-in-fact for purposes of this Power of Attorney
and agrees to reimburse the attorneys-in-fact herein for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
Date: September 23, 1997 /s/Paul C. Drueke
Paul C. Drueke
<PAGE>
EXHIBIT 14
POWER OF ATTORNEY
The undersigned shareholder ("Shareholder") of Ameriwood Industries
International Corporation ("Ameriwood") hereby designates and appoints Paul
C. Drueke, Gordon R. Lewis, any attorney or employee associated with Warner
Norcross & Judd LLP, and each of them severally, as his or its agents and
attorneys-in-fact to prepare, sign and file "Securities Filings," as
defined in and in accordance with the Agreement dated September 19, 1997 by
and between Jacob C. Mol, NorDruk Investment Company Limited Partnership
(the "Partnership"), Peter D. Wierenga, Gary Kaiser, David S. Lundeen, Paul
C. Drueke, John F. Northway, Sr. and Philip D. Miller relating to the
formation of "Dissatisfied Shareholders for Better Management of
Ameriwood," and to take any and all actions and exercise any and all powers
of the Shareholder with respect to such purpose.
Shareholder's agents and attorneys-in-fact shall have the right, by
written instrument, to delegate any or all of the granted powers to any
person or persons whom attorneys-in-fact may select. Such delegation may
be amended or revoked by attorneys-in-fact or by a successor attorney-in-fact
who is acting under the power of attorney at the time.
The Shareholder agrees that the attorneys-in-fact named herein may
rely entirely on information furnished orally or in writing by the
Shareholder or his or its officers or employees to such attorneys-in-fact.
The Shareholder also agrees to indemnify and hold harmless the
attorneys-in-fact against any losses, claims, damages or liabilities (or
actions in respect thereof) that arise out of or are based upon any untrue
statement or omission of necessary fact in the information provided by the
Shareholder to the attorneys-in-fact for purposes of this Power of Attorney
and agrees to reimburse the attorneys-in-fact herein for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
Date: September 19, 1997 /s/Gary Kaiser
Gary Kaiser
<PAGE>
EXHIBIT 15
POWER OF ATTORNEY
The undersigned shareholder ("Shareholder") of Ameriwood Industries
International Corporation ("Ameriwood") hereby designates and appoints Paul
C. Drueke, Gordon R. Lewis, any attorney or employee associated with Warner
Norcross & Judd LLP, and each of them severally, as his or its agents and
attorneys-in-fact to prepare, sign and file "Securities Filings," as
defined in and in accordance with the Agreement dated September 22, 1997 by
and between Jacob C. Mol, NorDruk Investment Company Limited Partnership
(the "Partnership"), Peter D. Wierenga, Gary Kaiser, David S. Lundeen, Paul
C. Drueke, John F. Northway, Sr. and Philip D. Miller relating to the
formation of "Dissatisfied Shareholders for Better Management of
Ameriwood," and to take any and all actions and exercise any and all powers
of the Shareholder with respect to such purpose.
Shareholder's agents and attorneys-in-fact shall have the right, by
written instrument, to delegate any or all of the granted powers to any
person or persons whom attorneys-in-fact may select. Such delegation may
be amended or revoked by attorneys-in-fact or by a successor attorney-in-fact
who is acting under the power of attorney at the time.
The Shareholder agrees that the attorneys-in-fact named herein may
rely entirely on information furnished orally or in writing by the
Shareholder or his or its officers or employees to such attorneys-in-fact.
The Shareholder also agrees to indemnify and hold harmless the
attorneys-in-fact against any losses, claims, damages or liabilities (or
actions in respect thereof) that arise out of or are based upon any untrue
statement or omission of necessary fact in the information provided by the
Shareholder to the attorneys-in-fact for purposes of this Power of Attorney
and agrees to reimburse the attorneys-in-fact herein for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
Date: September 22, 1997 /s/David S. Lundeen
David S. Lundeen
<PAGE>
EXHIBIT 16
POWER OF ATTORNEY
The undersigned shareholder ("Shareholder") of Ameriwood Industries
International Corporation ("Ameriwood") hereby designates and appoints Paul
C. Drueke, Gordon R. Lewis, any attorney or employee associated with Warner
Norcross & Judd LLP, and each of them severally, as his or its agents and
attorneys-in-fact to prepare, sign and file "Securities Filings," as
defined in and in accordance with the Agreement dated September 24, 1997 by
and between Jacob C. Mol, NorDruk Investment Company Limited Partnership
(the "Partnership"), Peter D. Wierenga, Gary Kaiser, David S. Lundeen, Paul
C. Drueke, John F. Northway, Sr. and Philip D. Miller relating to the
formation of "Dissatisfied Shareholders for Better Management of
Ameriwood," and to take any and all actions and exercise any and all powers
of the Shareholder with respect to such purpose.
Shareholder's agents and attorneys-in-fact shall have the right, by
written instrument, to delegate any or all of the granted powers to any
person or persons whom attorneys-in-fact may select. Such delegation may
be amended or revoked by attorneys-in-fact or by a successor attorney-in-fact
who is acting under the power of attorney at the time.
The Shareholder agrees that the attorneys-in-fact named herein may
rely entirely on information furnished orally or in writing by the
Shareholder or his or its officers or employees to such attorneys-in-fact.
The Shareholder also agrees to indemnify and hold harmless the
attorneys-in-fact against any losses, claims, damages or liabilities (or
actions in respect thereof) that arise out of or are based upon any untrue
statement or omission of necessary fact in the information provided by the
Shareholder to the attorneys-in-fact for purposes of this Power of Attorney
and agrees to reimburse the attorneys-in-fact herein for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
Date: September 24, 1997 /s/Philip D. Miller
Philip D. Miller
<PAGE>
EXHIBIT 17
POWER OF ATTORNEY
The undersigned shareholder ("Shareholder") of Ameriwood Industries
International Corporation ("Ameriwood") hereby designates and appoints Paul
C. Drueke, Gordon R. Lewis, any attorney or employee associated with Warner
Norcross & Judd LLP, and each of them severally, as his or its agents and
attorneys-in-fact to prepare, sign and file "Securities Filings," as
defined in and in accordance with the Agreement dated September 19, 1997 by
and between Jacob C. Mol, NorDruk Investment Company Limited Partnership
(the "Partnership"), Peter D. Wierenga, Gary Kaiser, David S. Lundeen, Paul
C. Drueke, John F. Northway, Sr. and Philip D. Miller relating to the
formation of "Dissatisfied Shareholders for Better Management of
Ameriwood," and to take any and all actions and exercise any and all powers
of the Shareholder with respect to such purpose.
Shareholder's agents and attorneys-in-fact shall have the right, by
written instrument, to delegate any or all of the granted powers to any
person or persons whom attorneys-in-fact may select. Such delegation may
be amended or revoked by attorneys-in-fact or by a successor attorney-in-fact
who is acting under the power of attorney at the time.
The Shareholder agrees that the attorneys-in-fact named herein may
rely entirely on information furnished orally or in writing by the
Shareholder or his or its officers or employees to such attorneys-in-fact.
The Shareholder also agrees to indemnify and hold harmless the
attorneys-in-fact against any losses, claims, damages or liabilities (or
actions in respect thereof) that arise out of or are based upon any untrue
statement or omission of necessary fact in the information provided by the
Shareholder to the attorneys-in-fact for purposes of this Power of Attorney
and agrees to reimburse the attorneys-in-fact herein for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
Date: September 25, 1997 /s/Jacob Mol
Jacob Mol
<PAGE>
EXHIBIT 18
POWER OF ATTORNEY
The undersigned shareholder ("Shareholder") of Ameriwood Industries
International Corporation ("Ameriwood") hereby designates and appoints Paul
C. Drueke, Gordon R. Lewis, any attorney or employee associated with Warner
Norcross & Judd LLP, and each of them severally, as his or its agents and
attorneys-in-fact to prepare, sign and file "Securities Filings," as
defined in and in accordance with the Agreement dated September 23, 1997 by
and between Jacob C. Mol, NorDruk Investment Company Limited Partnership
(the "Partnership"), Peter D. Wierenga, Gary Kaiser, David S. Lundeen, Paul
C. Drueke, John F. Northway, Sr. and Philip D. Miller relating to the
formation of "Dissatisfied Shareholders for Better Management of
Ameriwood," and to take any and all actions and exercise any and all powers
of the Shareholder with respect to such purpose.
Shareholder's agents and attorneys-in-fact shall have the right, by
written instrument, to delegate any or all of the granted powers to any
person or persons whom attorneys-in-fact may select. Such delegation may
be amended or revoked by attorneys-in-fact or by a successor attorney-in-fact
who is acting under the power of attorney at the time.
The Shareholder agrees that the attorneys-in-fact named herein may
rely entirely on information furnished orally or in writing by the
Shareholder or his or its officers or employees to such attorneys-in-fact.
The Shareholder also agrees to indemnify and hold harmless the
attorneys-in-fact against any losses, claims, damages or liabilities (or
actions in respect thereof) that arise out of or are based upon any untrue
statement or omission of necessary fact in the information provided by the
Shareholder to the attorneys-in-fact for purposes of this Power of Attorney
and agrees to reimburse the attorneys-in-fact herein for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
Date: September 23, 1997 /s/Paul C. Drueke
Paul C. Drueke, General Partner of
NorDruk Investment Company Limited
Partnership
<PAGE>
EXHIBIT 19
POWER OF ATTORNEY
The undersigned shareholder ("Shareholder") of Ameriwood Industries
International Corporation ("Ameriwood") hereby designates and appoints Paul
C. Drueke, Gordon R. Lewis, any attorney or employee associated with Warner
Norcross & Judd LLP, and each of them severally, as his or its agents and
attorneys-in-fact to prepare, sign and file "Securities Filings," as
defined in and in accordance with the Agreement dated September 23, 1997 by
and between Jacob C. Mol, NorDruk Investment Company Limited Partnership
(the "Partnership"), Peter D. Wierenga, Gary Kaiser, David S. Lundeen, Paul
C. Drueke, John F. Northway, Sr. and Philip D. Miller relating to the
formation of "Dissatisfied Shareholders for Better Management of
Ameriwood," and to take any and all actions and exercise any and all powers
of the Shareholder with respect to such purpose.
Shareholder's agents and attorneys-in-fact shall have the right, by
written instrument, to delegate any or all of the granted powers to any
person or persons whom attorneys-in-fact may select. Such delegation may
be amended or revoked by attorneys-in-fact or by a successor attorney-in-fact
who is acting under the power of attorney at the time.
The Shareholder agrees that the attorneys-in-fact named herein may
rely entirely on information furnished orally or in writing by the
Shareholder or his or its officers or employees to such attorneys-in-fact.
The Shareholder also agrees to indemnify and hold harmless the
attorneys-in-fact against any losses, claims, damages or liabilities (or
actions in respect thereof) that arise out of or are based upon any untrue
statement or omission of necessary fact in the information provided by the
Shareholder to the attorneys-in-fact for purposes of this Power of Attorney
and agrees to reimburse the attorneys-in-fact herein for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
Date: September 23, 1997 /s/John F. Northway, Sr.
John F. Northway, Sr.
<PAGE>
EXHIBIT 20
POWER OF ATTORNEY
The undersigned shareholder ("Shareholder") of Ameriwood Industries
International Corporation ("Ameriwood") hereby designates and appoints Paul
C. Drueke, Gordon R. Lewis, any attorney or employee associated with Warner
Norcross & Judd LLP, and each of them severally, as his or its agents and
attorneys-in-fact to prepare, sign and file "Securities Filings," as
defined in and in accordance with the Agreement dated September 22, 1997 by
and between Jacob C. Mol, NorDruk Investment Company Limited Partnership
(the "Partnership"), Peter D. Wierenga, Gary Kaiser, David S. Lundeen, Paul
C. Drueke, John F. Northway, Sr. and Philip D. Miller relating to the
formation of "Dissatisfied Shareholders for Better Management of
Ameriwood," and to take any and all actions and exercise any and all powers
of the Shareholder with respect to such purpose.
Shareholder's agents and attorneys-in-fact shall have the right, by
written instrument, to delegate any or all of the granted powers to any
person or persons whom attorneys-in-fact may select. Such delegation may
be amended or revoked by attorneys-in-fact or by a successor attorney-in-fact
who is acting under the power of attorney at the time.
The Shareholder agrees that the attorneys-in-fact named herein may
rely entirely on information furnished orally or in writing by the
Shareholder or his or its officers or employees to such attorneys-in-fact.
The Shareholder also agrees to indemnify and hold harmless the
attorneys-in-fact against any losses, claims, damages or liabilities (or
actions in respect thereof) that arise out of or are based upon any untrue
statement or omission of necessary fact in the information provided by the
Shareholder to the attorneys-in-fact for purposes of this Power of Attorney
and agrees to reimburse the attorneys-in-fact herein for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
Date: September 22, 1997 /s/Peter D. Wierenga
Peter D. Wierenga
