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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
December 22, 1997
(Date of Event which Require 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) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
and Michigan
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
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 OO
- -----------------------------------------------------------------------------
2
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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
- -----------------------------------------------------------------------------
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) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
3
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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
- -----------------------------------------------------------------------------
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) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 29,000
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 0.7%
- -----------------------------------------------------------------------------
14) Type of Reporting Person IN
- -----------------------------------------------------------------------------
4
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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
- -----------------------------------------------------------------------------
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) _____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 25,300
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
5
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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
- -----------------------------------------------------------------------------
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) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- -----------------------------------------------------------------------------
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__
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 1.4%
- -----------------------------------------------------------------------------
14) Type of Reporting Person IN
- -----------------------------------------------------------------------------
6
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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
- -----------------------------------------------------------------------------
2) Check the Appropriate Row if a Member of a Group
(a) __X__
(b) _____
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
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%
- -----------------------------------------------------------------------------
14) Type of Reporting Person IN
- -----------------------------------------------------------------------------
7
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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
- -----------------------------------------------------------------------------
2) Check the Appropriate Row if a Member of a Group
(a) __X__
(b) _____
- -----------------------------------------------------------------------------
3) SEC Use Only
- -----------------------------------------------------------------------------
4) Source of Funds: WC, OO
- -----------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization Michigan
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 40,000
- -----------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares __X__
- -----------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 0.9%
- -----------------------------------------------------------------------------
14) Type of Reporting Person PN
- -----------------------------------------------------------------------------
8
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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.
- -----------------------------------------------------------------------------
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) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
9
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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
- -----------------------------------------------------------------------------
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) ____
- -----------------------------------------------------------------------------
6) Citizenship or Place of Organization United States of America
- -----------------------------------------------------------------------------
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) 0.8
- -----------------------------------------------------------------------------
14) Type of Reporting Person IN
- -----------------------------------------------------------------------------
10
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This Amendment No. 2 to Schedule 13D is filed for the purpose of
generally updating information previously filed. 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. The Group also filed
an Amendment No. 1 to Schedule 13D on September 29, 1997.
This Amendment No. 2 to Schedule 13D amends the previously filed
Schedules 13D to reflect the fact that a member of the Group has submitted
to Ameriwood the nomination of Jacob C. Mol, a member of the Group, for
election as a Director of Ameriwood at its 1998 annual meeting of
shareholders and that two members of the Group have submitted separate
shareholder proposals to Ameriwood in accordance with Rule 14a-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Copies
of the nomination letter and the shareholder proposals and their supporting
statements are attached to this Amendment No. 2 to Schedule 13D as Exhibits
21, 22 and 23, respectively, and are herein incorporated by reference.
The information called for by Items 1, 2, 3, 5 and 6 of Schedule 13D
is herein incorporated by reference to the Group's previously filed
Schedule 13D and Amendment No. 1 to Schedule 13D.
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 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.
11
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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 the Amendment No. 1. to Schedule 13D filed by the Committee on
September 29, 1997.
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, except as disclosed below and elsewhere 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.
On December 11, 1997, the Committee delivered to the Board of
Directors of Ameriwood a letter requesting that the Board nominate Jacob C.
Mol for election as a Director of Ameriwood at the 1998 annual meeting of
shareholders. The Board of Directors did not inform the Committee of its
decision on this matter prior to the requested deadline set forth in that
letter. Thus, on December 22, 1997, NorDruk Investment Company Limited
Partnership, a member of the Committee, submitted to Ameriwood a formal
shareholder nomination of Mr. Mol, in accordance with the procedures for
shareholder nominations set forth in Ameriwood's articles of incorporation
and bylaws. A copy of this letter is attached to this Amendment No. 2 to
Schedule 13D as Exhibit 21 and is herein incorporated by reference.
On December 11, 1997, Mr. Jacob C. Mol, a member of the Committee,
submitted a shareholder proposal and supporting statement to Ameriwood in
accordance with Rule 14a-8 under the Exchange Act for inclusion in
Ameriwood's proxy materials relating to its 1998 annual meeting of
shareholders. This shareholder proposal would urge the Board of Directors
of Ameriwood to form a committee of outside directors and a nominee of the
participants in Ameriwood's employee stock ownership plan (the "ESOP") for
the purpose of investigating and facilitating a sale or merger of Ameriwood
or an ESOP buy out. A copy of the shareholder proposal and supporting
statement is attached to this Amendment No. 2 to Schedule 13D as Exhibit 22
and is herein incorporated by reference.
12
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On December 11, 1997, NorDruk Investment Company Limited Partnership,
a member of the Committee, submitted a shareholder proposal and supporting
statement to Ameriwood in accordance with Rule 14a-8 under the Exchange Act
for inclusion in Ameriwood's proxy materials relating to its 1998 annual
meeting of shareholders. This shareholder proposal would recommend that
the Board of Directors of Ameriwood, at the earliest practical date, redeem
or submit to a binding shareholder vote Ameriwood's Rights Agreement (also
known as a poison pill) adopted in April 1996, and submit any and all
similar plans or agreements considered in the future for shareholder
approval prior to the adoption of such plans or agreements. A copy of the
shareholder proposal and supporting statement is attached to this Amendment
No. 2 to Schedule 13D as Exhibit 23 and is herein incorporated by
reference.
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**
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**
13
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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**
21 Letter dated December 22, 1997 to board of directors
22 Shareholder Proposal and Supporting Statement of Jacob C.
Mol
23 Shareholder Proposal and Supporting Statement of NorDruk
Investment Company Limited Partnership
* Incorporated by reference to the Group's Schedule 13D filed on July 3,
1997.
** Incorporated by reference to the Group's Amendment No. 1 to Schedule
13D filed on September 29, 1997.
14
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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: December 22, 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.
15
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/s/Peter Douglas Wierenga
Peter Douglas Wierenga
*By /s/Paul C. Drueke
Paul C. Drueke
Attorney-in-Fact
16
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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**
21 Letter dated December 22, 1997 to board of directors
22 Shareholder Proposal and Supporting Statement of Jacob C.
Mol
23 Shareholder Proposal and Supporting Statement of NorDruk
Investment Company Limited Partnership
* Incorporated by reference to the Group's Schedule 13D filed on July 3,
1997.
** Incorporated by reference to the Group's Amendment No. 1 to Schedule
13D filed on September 29, 1997.
<PAGE>
EXHIBIT 21
NorDruk Investment Company Limited Partnership
P.O. Box 364
Caledonia, MI 49316
PAUL C. DRUEKE
General Partner
December 22, 1997
HAND DELIVERY
Mr. Marlan Smith, Acting Secretary
Ameriwood Industries International Corporation
168 Louis Campau Promenade, Suite 400
Grand Rapids, MI 49503
RE: NOMINATION OF MR. JACOB C. MOL FOR ELECTION TO BOARD OF
DIRECTORS
Dear Mr. Smith:
On December 11, 1997, the Concerned Shareholders for Better
Management of Ameriwood (the "Committee") delivered to the Board of
Directors a letter requesting that the Board nominate Jacob C. Mol for
election as a Director of Ameriwood Industries International Corporation
(the "Company") at the Company's annual meeting to shareholders to be held
in April 1998. Not having received a reply from the Company, NorDruk
Investment Company Limited Partnership ("NorDruk"), a record shareholder of
the Company, hereby delivers to you its formal notice that it intends to
nominate Mr. Mol for election at the Company's 1998 annual meeting of
shareholders.
Name of Nominee................................. Jacob C. Mol
Age............................................. 63 years
Business Address................................ 3075 Baldwin Street
Hudsonville, Michigan 49426
(616) 669-8960
Residence Address............................... same
Principal Occupation or Employment.............. Self-employed businessman and
investor
Number of Shares Beneficially Owned............. 157,113 shares of the
Company's common stock.
<PAGE>
Mr. Mol is willing to be nominated for election as a Director of
the Company. As required by Article IX, Section C of the Company's
Articles of Incorporation, NorDruk confirms that the information concerning
Mr. Mol contained in the enclosed Schedule 13D (a copy of which has
previously been delivered to you but which is included here for ease of
reference) is complete and correct as of the date of this letter, and
appears to include all information required for the Company's proxy
materials.
As confirmed in the Committee's December 11, 1997 letter, Mr. Mol
commits that he will furnish the Board of Directors with such additional
and updated information concerning himself as is required under the rules
of the Securities and Exchange Commission to be included in the Company's
proxy materials, upon request of the Company's Secretary.
Also enclosed is Mr. Mol's signed statement that, after having
reviewed Article III, Section 1 of the Company's Bylaws, he is aware of no
reason not disclosed to the Board of Directors why he would or might be
considered a Plaintiff or Related Person (as defined in Article III of the
Bylaws). This statement, which was included in the Committee's December
11, 1997 letter, also includes Mr. Mol's undertaking that, if he is
nominated, he promptly will inform the Board of Directors, by written
notice to the Chairman of the Board or the Secretary of the Company, if at
any time prior to the election he becomes aware of any fact or
circumstance, whether in existence on the date of the undertaking or
arising afterward, which has given Mr. Mol any reason to believe that he is
or might be considered a Plaintiff or Related Person.
If you should have any questions or comments, please contact Mr.
Gordon Lewis of Warner Norcross & Judd LLP at 752-2752.
Sincerely,
NORDRUK INVESTMENT COMPANY
LIMITED PARTNERSHIP
By /s/Paul C. Drueke
Paul C. Drueke, General Partner
Enclosures
2
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EXHIBIT 22
SHAREHOLDER PROPOSAL
RESOLVED, that the shareholders of Ameriwood Industries International
Corporation ("Ameriwood"), believing that their investment can best be maximized
through the sale or merger of Ameriwood, urge the Board of Directors to
establish a committee ("Committee") to investigate and facilitate a sale or
merger of Ameriwood or an ESOP buy out. While the Committee's recommendations
shall not be binding on the Board, the Board should use all reasonable efforts
to facilitate the Committee's effective operation.
The Committee should consist of (1) directors of Ameriwood who are
not, and in the past five years have not been, officers (the Chairman of the
Board is considered an officer) or employees of Ameriwood and (2) a
nonmanagement person nominated by Ameriwood's ESOP participants to represent
employees' interests.
SUPPORTING STATEMENT
This proposal is submitted by Jacob Mol. It is supported by Concerned
Shareholders for Better Management of Ameriwood ("Concerned Shareholders"), a
shareholder group.
Neil Diver has been Chairman of the Board since 1991, but I don't
believe that he has the leadership ability or expertise to guide Ameriwood into
the future. In fact, his record in leading the company has been dismal.
Ameriwood achieved record sales and earnings in 1993. Mr. Diver's
optimism at the time, however, was unfounded. Since then, Ameriwood has
performed poorly. In addition, Ameriwood has seen few benefits from its 1994
capital expenditures of $16 million, designed to reduce costs and streamline
operations, or from its pre-tax charges of $1.4 million incurred in that year,
designed to reorganize the company.
Since 1993, Ameriwood has had two Chief Executive Officers and three
Chief Financial Officers. In 1996, the President who achieved record earnings
and sales in 1993 resigned. Charles Foley, his replacement, and Mr. Diver have
assured us that business was strong, but shareholders have seen few positive
results. While the two other publicly traded ready-to-assemble furniture
companies are experiencing record or near-record years, Ameriwood experienced a
28% loss in sales in the third quarter and continues to lose money from
operations and market share at an alarming pace.
Through the ESOP, Ameriwood's employees are its largest shareholder.
While employees depend on the ESOP for retirement security, since December 31,
1993 through the third quarter of 1997, the value of shares in the ESOP has
fallen over 57%. During that same period, the S&P 500 index returned 122%.
<PAGE>
Due to Ameriwood's poor performance and management's inability to
instill confidence that performance will improve, I believe that Ameriwood
should be merged or sold. This seems the only way to provide employee
security and enhance shareholder value. To that end, the Committee should
investigate sales or mergers upon the best terms possible. The Committee's
proposed composition should ensure an objective evaluation process and
provide Ameriwood's employees with a voice in any potential transaction.
Concerned Shareholders and I urge you to vote "FOR" this proposal.
If management opposes this proposal and you want to vote for it, mark the "FOR"
box on the proxy card next to the proposal.
<PAGE>
EXHIBIT 23
SHAREHOLDER PROPOSAL
RESOLVED, that the shareholders recommend that the Board of Directors,
at the earliest practical date, redeem or submit to a binding shareholder vote
the Company's Rights Agreement adopted in April 1996, and submit any and all
similar plans or agreements considered in the future for shareholder approval
prior to the adoption of such plans or agreements.
SUPPORTING STATEMENT
This shareholder proposal is submitted by NorDruk Investment Company,
Limited Partnership, a shareholder in the Company. It is supported by Concerned
Shareholders for Better Management of Ameriwood (the "Concerned Shareholders"),
a shareholder group of which NorDruk is a member.
In April 1996, the Company adopted a Rights Agreement, also known as a
"poison pill." The Rights Agreement was adopted without shareholder approval.
As a poison pill, the Rights Agreement may serve to harm shareholder value and
entrench current management by deterring stock acquisition offers that are not
favored by the Board of Directors. In NorDruk's view, management's failure to
seek the input and approval of the Company's shareholders on an action of such
critical importance indicates that management is placing its interests above
those of the shareholders.
The Securities and Exchange Commission has stated: "Tender offers can
benefit shareholders by offering them an opportunity to sell their shares at a
premium and by guarding against management entrenchment. However, because
poison pills are intended to deter non-negotiated tender offers, and because
they have this potential effect without shareholder consent, poison pill plans
can effectively prevent shareholders from even considering the merits of a
takeover that is opposed by the board." SEC Release No. 34-23486 (July 31,
1986).
NorDruk believes that the adoption of the Rights Agreement
significantly reduces management's accountability to shareholders and that the
adoption of the Rights Agreement without shareholder approval was contrary to
the long-term interests of all shareholders and offensive to the concepts of
management accountability and corporate democracy. If the Rights Plan is
redeemed or rejected by the shareholders, NorDruk believes that the Company and
its Board of Directors will be better positioned to advance the interests of
shareholders and maximize shareholder values.
NorDruk and the Concerned Shareholders urge you to vote "FOR" this
proposal. If management opposes this proposal and you want to vote for it, you
must mark the "FOR" box on the proxy card next to the proposal.
