<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMUNICATION CABLE, INC.
(Name of Subject Company)
Communication Cable, Inc.
(Name of Person(s) Filing Statement)
Common Stock Par Value $1.00 Per Share
(Title of Class of Securities)
203378 I0 4
(CUSIP Number of Class of Securities)
James R. Fore
President and Chief Executive Officer
Communication Cable, Inc.
1378 Charleston Drive
Post Office Box 1757
Sanford, North Carolina 27331
(800) 410-9473
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement.)
With a Copy to:
L. Bruce McDaniel
Post Office Box 58186
Raleigh, North Carolina 27658
(919) 872-3000
<PAGE>
Item 1. Security and Subject Company.
(a) The name of the subject company is Communication Cable, Inc.,
a North Carolina corporation (the "Company"), which has its principal executive
offices at 1378 Charleston Drive, Sanford, North Carolina 27331.
(b) This Schedule concerns the offer (the "Offer") by Kuhlman
Acquisition Corp., a North Carolina corporation and a wholly-owned subsidiary of
Kuhlman Corporation, a Delaware corporation (referred to collectively as
"Kuhlman"), to purchase any and all outstanding shares (the "Shares") of the
Company's common stock, par value $1.00 per share (the "Common Stock"), for
$12.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 29, 1995, as
previously filed by Kuhlman with the U.S. Securities and Exchange Commission and
mailed to shareholders of the Company on the same date.
Item 2. Tender Offer of the Bidder.
This statement relates to the Offer made by Kuhlman to purchase all
outstanding shares, at a price of $12.00 per share to the seller, net in cash,
upon the terms and subject to the conditions set forth in the Offer dated
November 29, 1995 and the related transmittal documents filed by Kuhlman with
the U.S. Securities and Exchange Commission on the same date. According to the
Tender Offer Statement on Schedule 14D-1, filed on November 29, 1995, the
principal executive office of Kuhlman is 3 Skidaway Village Square, Savannah,
Georgia 31411.
Item 3. Identity and Background.
(a) The name of the person filing this statement is the Company
whose business address is set out in Item 1 above.
(b) Except as set forth below, to the knowledge of the Company,
there are no material contracts, agreements, arrangements or understandings, or
any actual or potential conflicts of interest, between the Company and its
affiliates and either (1) the Company's executive officers, directors, or
affiliates; or (2) Kuhlman or its executive officers, directors, or affiliates.
A description of any contract arrangement or understanding between
the Company and Kuhlman, or any of their officers, directors, or affiliates
appears under the caption "Background of the Offer: Contacts With the Company"
in Section 10 of the Offer to Purchase, attached as Exhibit (a)(1) hereto, to
which reference is made.
On November 20, 1995, Mr. James R. Fore, President and CEO of the
Company, entered into an agreement with Kuhlman, by the terms of which Kuhlman
would acquire all of Mr. Fore's Company stock at $12.00 per share, entering into
an Employment Agreement on the same date providing for Mr. Fore's employment
with Kuhlman for up to three years following Kuhlman's acquisition of the
Company. Those two agreements were filed by Kuhlman as exhibits to its Schedule
on Form 14D-1, and as Exhibits (c)(1) and (2) respectively, to this Schedule, to
which reference is hereby made.
<PAGE>
Item 4. The Solicitation or Recommendation.
The Board has unanimously determined, with Mr. Fore's abstention,
that the shareholders be advised, that the Board of Directors takes no position
with respect to this Tender Offer at the present time.
This decision was made because of the Board's consideration of the
following factors during the course of essentially the past year up to the date
of such action:
1. The receipt by the Board of a fairness opinion from
Interstate/Johnson Lane indicating that the offer price of 12.00 per share was
fair to the shareholders from a financial point of view. But also the receipt by
the Board of an Indication of Interest at a higher price per share; see Item
6(d), hereafter;
2. The consideration of prices discussed in indications of
interest received by the Company during the past year and one-half;
3. The nature of the Offering;
4. An assessment by directors of the strengths and weaknesses of
the Company's current business, business plans, prospects, financial condition,
and stock market perception;
5. A review of the trading history and current market value of the
shares of the Company;
6. The effect of the acquisition on the Company's customers,
employees, suppliers, and business plans.
Except as noted above, no relative weight was assigned to any
individual factors considered in reaching its determination.
Item 5. Persons Retained, Employed, or to Be Compensated.
Neither the Company nor any person acting on its behalf has
employed, retained, or compensated any person to make solicitations or
recommendations to stockholders with respect to the Offer. However, the company
has arranged to pay Interstate/Johnson Lane for a fairness opinion at a price in
the amount of approximately $100,000.
Item 6. Recent Transactions and Intent With Respect to Securities.
There have been no transactions in shares which were effected during
the past 60 days by the Company, or, to the best knowledge of the Company, any
executive officer, director, affiliate, or subsidiary of the Company, except as
discussed in the following paragraphs:
(a) Recent transactions with Kuhlman are discussed in Item 3, to
which reference is made.
<PAGE>
(b) The company has no knowledge as to whether any of its
executive officers, directors or affiliates presently intend to tender into the
Offer or to sell any shares held of record or beneficially owned by them, except
for the Fore Option, discussed in Item 3(b) to which reference is made.
(c) On or about July 21, 1995, the Company received an oral
indication of interest from International Wire and Cable of St. Louis, Missouri,
relating to a consolidation arrangement between it and the Company. The
discussions initially involved an acquisition price ranging from $12.00 to
$12.50 per share for the Company's stock. However, no written letter or
agreement of intent was ever signed, with such party subsequently advising the
company that it did not intend to pursue a transaction at the price range
initially indicated, and these negotiations were terminated on or about October
30, 1995.
(d) Late on December 7, 1995, the Company received a nonbinding
indication of interest from a new third party, expressing an interest in
acquiring the Company at a stated estimate of $12.25 to $13.00 per share.
However, that indication was not binding and was subject to a number of
conditions, including due diligence work. At a Board meeting on December 7,
1995, the Board decided to authorize it's representatives to contact that third
party and provide information to it, subject to a confidentiality agreement.
<PAGE>
Item 7. Certain Negotiations and Transactions by the Subject Company.
(a) The Company is not engaged in any negotiations in response to
the Offer which relate to or would result in: (1) an extraordinary transaction
such as a merger or reorganization, involving the Company or any subsidiary of
the Company; (2) a purchase, sale, or transfer of a material amount of assets by
the Company or any subsidiary of the Company; (3) a tender offer for or other
acquisition of securities by or of the Company; or (4) any material change in
the present capitalization or dividend policy of the Company. See Item 6(d) for
a discussion of a recent receipt of an indication of interest.
(b) There are no transactions, board resolutions, agreements in
principle, or signed contracts in response to the Offer, which relate or would
result in one or more of the matters referred to in Item 7(a)(1), (2), (3), or
(4) above.
Item 8. Additional Information to be Furnished.
North Carolina Tender Offer Disclosure Act. The North Carolina
Tender Offer Disclosure Act (the "Tender Offer Disclosure Act") applies to
tender offers for equity securities of a North Carolina corporation. The Tender
Offer Disclosure Act requires the purchaser to file a statement with the North
Carolina Secretary of State relating to the Offer and contains prohibitions
against deceptive practices in connection with making a tender offer. In Eure v.
Grand Metropolitan Limited, a North Carolina Superior Court held that the Tender
Offer Disclosure Act's 30-day notice period prior to the commencement of a
tender offer is unenforceable and preempted by the Exchange Act. Kuhlman filed
concurrently with the Commission and the North Carolina Secretary of State a
Tender Offer Statement on Schedule l4D-1, together with all exhibits thereto,
commencing the Offer.
Item 9. Material to be Filed as Exhibits.
(a)(1) Section 10 of Kuhlman's Offer to Purchase dated November
29, 1995.
(a)(2) Press Release of December 12, 1995.
(b) Not Applicable.
(c)(1) Stock Option Agreement dated November 20, 1995 between
James R. Fore and Kuhlman.
(c)(2) Employment Agreement dated November 20, 1995 between James
R. Fore and Kuhlman.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Date: December 12, l995
COMMUNICATION CABLE,
INC.
By:
James R. Fore
President and
Chief Executive Officer
<PAGE>
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
COMMUNICATION CABLE, INC.
AT
$12.00 NET PER SHARE
BY
KUHLMAN ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
KUHLMAN CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, JANUARY 22, 1996, UNLESS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER A NUMBER OF
SHARES THAT, WHEN ADDED TO THE SHARES BENEFICIALLY OWNED BY THE PURCHASER
(INCLUDING THE SHARES SUBJECT TO THE STOCK OPTION AGREEMENT REFERRED TO HEREIN),
CONSTITUTES AT LEAST 80% OF THE COMMON STOCK OUTSTANDING ON A FULLY DILUTED
BASIS (THE "MINIMUM TENDER CONDITION") AND (2) THE PURCHASER BEING SATISFIED, IN
ITS SOLE DISCRETION, THAT THE NORTH CAROLINA CONTROL SHARE ACQUISITION ACT HAS
BEEN COMPLIED WITH OR IS INVALID OR OTHERWISE INAPPLICABLE TO THE OFFER AND THAT
ALL SHARES THEN OWNED BY THE PURCHASER HAVE, AND ALL SHARES TENDERED FOR
PURCHASE PURSUANT TO THE OFFER WILL HAVE, UPON PURCHASE BY THE PURCHASER, THE
SAME VOTING RIGHTS AS ALL OTHER SHARES NOT CONSTITUTING "INTERESTED SHARES"
WITHIN THE MEANING OF SUCH ACT (THE "VOTING RIGHTS CONDITION").
IMPORTANT
Any holder of Shares desiring to tender all or any portion of such Shares
should either (1) complete and sign the enclosed Letter of Transmittal or a
facsimile copy thereof in accordance with the instructions in the Letter of
Transmittal and mail or deliver it with such holder's stock certificates, and
any other required documents to the Depositary (or tender such Shares pursuant
to the procedure for book-entry transfer set forth in Section 3, if such means
are available to such holder) or (2) request such holder's broker, dealer, bank
or other nominee to effect the transaction for such holder. A holder whose
Shares are registered in the name of a broker, dealer, bank or other nominee
must contact such broker, dealer, bank or other nominee to tender such Shares.
Any holder who desires to tender Shares and whose certificates for such
Shares are not immediately available, or who cannot comply in a timely manner
with the procedure for book-entry transfer of Shares, may tender such Shares by
following the procedure for guaranteed delivery set forth in Section 3.
Questions and requests for assistance or for additional copies of this
Offer to Purchase and the Letter of Transmittal may be directed to the
Information Agent.
The Information Agent for the Offer is:
GEORGESON
& COMPANY INC.
(Georgeson & Company, Inc. logo appears here)
Wall Street Plaza
New York, New York 10005
(212) 440-9800 (Call Collect)
November 29, 1995
<PAGE>
ITEM 10 OF OFFER TO PURCHASE DATED NOVEMBER 29, 1995
10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY. In February 1994,
as part of its strategy to search for
acquisitions that could further strengthen and diversify Kuhlman, Kuhlman
identified the Company as an opportunity for a business combination that would
allow Kuhlman to expand and enhance its presence in the wire and cable industry.
In March 1994, the Company was asked whether it would be interested in
expanding its relationship with Kuhlman. The Company had been a supplier of
certain wire and cable products to one of Kuhlman's indirect subsidiaries
(Coleman Cable Systems, Inc.) for several years. The Company's Chief Executive
Officer advised that the Company would consider a business combination. In April
1994, there were separate discussions with a director and with the Chief
Executive Officer of the Company regarding a possible combination of the Company
with Kuhlman.
At the regularly scheduled annual meeting of the Kuhlman Board of Directors
in April 1994, the possible combination of the Company and Kuhlman was discussed
and favorably received. Following this meeting, the Chief Executive Officer of
Kuhlman contacted the Chief Executive Officer of the Company to further discuss
a possible combination and to arrange for a meeting. In May 1994, senior
executives of Kuhlman met with senior officers of the Company at one of the
Company's plants. Following that plant visit, the Chief Executive Officers of
both Kuhlman and the Company had further discussions regarding the possible form
of a business combination of Kuhlman and the Company. The Chief Executive
Officer of the Company requested, and later received, in the beginning of June
1994, information on Kuhlman and a possible combination, which he distributed to
members of the Company's Board of Directors.
Later in June 1994, the Chief Executive Officers of Kuhlman and the Company
decided that a presentation by Kuhlman's Chief Executive Officer to the Company
Board of Directors would be appropriate, and such a presentation was scheduled
for later in June 1994. Prior to this proposed presentation, the Chief Executive
Officer of Kuhlman communicated with the members of the Kuhlman Board of
Directors regarding details of a possible combination of Kuhlman and the Company
and, with the support of the Kuhlman Board of Directors, proceeded with further
discussions with the Company. On June 24, 1994, the Chief Executive Officer of
Kuhlman, accompanied by senior executives of Kuhlman, made a presentation to the
Company Board of Directors and provided a draft of a letter of intent with
respect to a possible combination.
Following the meeting on June 24, 1994, further discussions occurred
between Kuhlman and Company senior executives, as well as between Kuhlman's
senior executives and representatives of the Company's financial advisor,
regarding additional information requested by the Company to evaluate a possible
combination. Both parties conducted due diligence on each other, directly and
through their agents, attorneys and accountants.
On July 7, 1994, the Company's Chief Executive Officer advised Kuhlman's
Chief Executive Officer that the Company Board of Directors had reviewed the
possibility of a combination with Kuhlman and was generally positive about such
a possible combination as well as about discussing, negotiating and executing a
letter of intent as soon as it could obtain additional information regarding
Kuhlman. The Chief Executive Officer of Kuhlman communicated the status of the
possible transaction to the Kuhlman Board of Directors. On July 14, 1994, a
meeting was held between Kuhlman's senior executives and the Company's senior
executives, as well as representatives of the Company's financial advisor, at
which time additional information concerning the two companies was exchanged
between Kuhlman and the Company.
Having previously considered the various corporate materials and financial
information concerning Kuhlman, the Company Board of Directors, on July 17,
1994, appointed a Special Committee of the Company Board of Directors (the
"Company Special Committee") to consider the proposed letter of intent with
Kuhlman.
On July 18, 1994, the Company Board of Directors and the Company Special
Committee met by telephone with their financial and legal advisors to consider
the proposed letter of intent with Kuhlman. The Company Board of Directors
approved the letter of intent on July 18, 1994, and on that same day Kuhlman and
the Company executed the letter of intent. The signing of the letter of intent
was announced publicly and mutual due diligence reviews continued in greater
detail.
On July 29, 1994, a regularly scheduled meeting of the Kuhlman Board of
Directors was held at which the proposed merger with the Company was discussed.
At that meeting, the Kuhlman Board of Directors authorized continued
negotiations with the Company and the preparation and execution of a definitive
written agreement providing for the merger of a wholly-owned subsidiary of
Kuhlman with and into the Company on the terms set forth in the letter of intent
and discussed at the meeting.
<PAGE>
On September 9, 1994, the Company Special Committee met at the Company's
offices in connection with the regularly scheduled meeting of the Company Board
of Directors. The purpose of the meeting was for the Company Special Committee
to receive reports regarding information it had requested from management,
financial and legal advisors, accountants and environmental consultants. In
addition to considering the proposed merger with Kuhlman, the Company Special
Committee considered whether it would be in the best interest of the Company's
shareholders to solicit indications of interest from third parties. The Company
Special Committee decided that it was not in the best interest of the Company
and its shareholders to solicit indications of interest from third parties, but
that the Company Special Committee would continue to respond in a diligent
manner to any indications of interest to acquire the Company. The Company
Special Committee also gave non-binding preliminary approval of the proposed
merger with Kuhlman, subject to completion of the Company Special Committee's
evaluation of the proposed transaction.
The parties continued to negotiate the terms of the merger agreement.
On September 20, 1994, the Company Special Committee held another meeting
at the Company's offices. The purpose of the meeting was to receive updated
reports from management, consultants and advisors in connection with the
proposed merger. The Company Special Committee also reviewed the form of merger
agreement proposed by Kuhlman for approval. The Company Special Committee
unanimously determined that it was in the best interest of the Company and its
shareholders to proceed with the proposed merger with Kuhlman, and the Company
Special Committee recommended the proposed merger agreement to the Company Board
of Directors for approval.
Following the meeting of the Company Special Committee on September 20,
1994, the Company Board of Directors met. The Company Board of Directors
received the report and recommendations of the Special Committee. After due
discussion and deliberation, the Company Board of Directors unanimously approved
and adopted all of the recommendations of the Company Special Committee.
On September 21, 1994, the Company and Kuhlman executed a definitive merger
agreement. Thereafter, both the Company and Kuhlman directed their efforts
towards finalizing the preparation and filing of a registration statement with
the Commission. A registration statement was filed on October 6, 1994. Following
the receipt of comments from the Commission, both the Company and Kuhlman
directed their efforts to both preparing an amendment to the registration
statement and continued mutual due diligence. For a number of reasons, including
the long lapse of time from the parties' original discussions and changing
market and operating conditions at both companies, the Company and Kuhlman
terminated their merger agreement on January 10, 1995.
In June 1995, senior executives of the Company and Kuhlman again entered
into discussions about a possible business combination. In early July, Kuhlman
proposed to the Company's Chief Executive Officer and to Charles L. Wellard (a
Company director and holder of approximately 12.0% of the Common Stock) an
agreement by the terms of which the two Shareholders would grant to George J.
Falconero (a third Company director) an irrevocable proxy to vote certain of
their Shares in circumstances looking towards a business combination of Kuhlman
and the Company. An agreement was never executed by all the parties and never
became effective.
In late July, a draft of a letter of intent covering a proposed merger
between Kuhlman and the Company was prepared and circulated among the companies
and their legal counsel. In early August, Kuhlman delivered drafts of a stock
purchase agreement covering Shares owned by the Company's Chief Executive
Officer and a stock option agreement covering certain Shares owned by Mr.
Wellard. None of these documents was ever executed or became effective.
On August 9, 1995, Kuhlman's Chief Executive Officer advised Mr. Falconero
that Kuhlman had decided to terminate its efforts to attempt to structure a
business combination with the Company.
In November 1995, Kuhlman's Chief Executive Officer contacted the Company's
Chief Executive Officer relative to acquiring his Shares. On November 16, 1995,
legal counsel for Kuhlman delivered to legal counsel for the Company's Chief
Executive Officer a summary of terms of a stock option agreement covering his
Shares. Negotiations occurred that day and the next day.
On November 16, 1995, senior executives of Kuhlman briefed Kuhlman's
directors on the negotiations pending with the Company's Chief Executive Officer
and on preparations for the Offer. Discussions with and among the Kuhlman Board
of Directors and Kuhlman senior executives were held that afternoon and evening.
On November 17, 1995, the Kuhlman Board of Directors approved the execution
of a stock option agreement and an employment agreement with the Company's Chief
Executive Officer and the making of the Offer.
<PAGE>
On November 18, 1995, legal counsel for Kuhlman delivered to legal counsel
for the Company's Chief Executive Officer drafts of a stock option agreement
covering his Shares and an employment agreement. Negotiations continued through
the next day. The definitive versions of these agreements were signed on
November 20, 1995.
On November 28, 1995, senior executives of Kuhlman and Kuhlman's
acquisition counsel attended a special meeting of the Company Board of Directors
at the request of Kuhlman's Chief Executive Officer. At that meeting they
advised the Company's directors of the Purchaser's intention to make the Offer,
and they solicited the cooperation and support of the Company Board of
Directors.
<PAGE>
COMMUNICATION CABLE, INC.
CORPORATE OFFICE PO BOX 1757 SANFORD, NC 27331 USA (919) 775-7775
FAX (919) 776-5601
(Logo of CCI appears here)
FOR IMMEDIATE RELEASE
PRESS RELEASE - DECEMBER 12, 1995
Communication Cable, Inc., (NASDAQ Symbol - "CABL"), a specialty electronic
wire and cable manufacturer, made announcements today in connection with a
Tender Offer from Kuhlman Corporation of Savannah, Georgia, received by the
Company on November 29, 1995, for all outstanding shares of the Company, at a
price of $12.00 per share and in connection with an indication of interest
received by the Board of Directors on the morning of December 8, 1995 from
a third party.
The third party expressed an interest in acquiring the Company at a stated
estimate of $12.25 - $13.00 per share in the context of a proposed merger.
That indication is not binding and is subject to a number of conditions,
including due diligence investigation.
With respect to the Kuhlman tender offer, the Board considered a tentative
fairness opinion from Interstate/Johnson Lane indicating that the offer price
of $12.00 per share was fair. The Board, considering relevant factors,
including the third party communication, unanimously determined that it was
unable to take a position with respect to the Kuhlman offer at the present
time.
At the request of Kuhlman and in accordance with the North Carolina Control
Share Act, the Board also set the date for the special meeting of shareholders
for January 18, 1995, or such later date as may be required for timing
purposes, with a record date of December 15, 1995.
As noted in the Company's previous press release of November 29, 1995,
Mr. James R. Fore, President and CEO of the Company, made an agreement with
Kuhlman on November 20, 1995, by the terms of which Kuhlman would acquire all
of Mr. Fore's CCI stock at $12.00 per share, entering into an employment
agreement on the same date providing for Mr. Fore's employment with Kuhlman
for up to three years following Kuhlman's acquisition of CCI. Mr. Fore
abstained on the Board's action with respect to the Company's response in
its Schedule 14D-9.
NASDAQ/NMS symbol CABL Contact: James R. Fore
Telephone: 919-775-7775 President
Fax: 919-776-5601 William B. Cooper
Secretary-Treasurer
<PAGE>
Exhibit (c)(1)
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT dated November 20, 1995 ("Agreement") among Mr.
James R. Fore, a resident of Sanford, North Carolina ("Stockholder"), Kuhlman
Acquisition Corp., a North Carolina corporation ("Purchaser"), and Kuhlman
Corporation, a Delaware corporation ("Kuhlman").
WHEREAS, Purchaser desires to purchase from Stockholder, and
Stockholder desires to sell to Purchaser, all of the shares of common stock, par
value $1.00 per share (the "Shares"), of Communication Cable, Inc., a North
Carolina corporation (the "Company"), that Stockholder owns at any time from the
date hereof until the close of business on January 15, 1996 (subject to
extension as provided in Section 15 hereof) (collectively, the "Stockholder
Shares"), including Shares acquired by Stockholder upon exercise of options to
purchase Shares owned by Stockholder at any time during the term of this
Agreement (the "Company Options"), all upon the terms and subject to the
conditions hereof;
NOW, THEREFORE, in consideration of $1,000 paid by Kuhlman to
Stockholder, the sufficiency and receipt of which are hereby acknowledged, as
well as the mutual covenants and agreements set forth herein, the parties hereto
agree as follows:
1. PUT AND CALL OPTIONS; EXERCISE; ADJUSTMENTS
(a) Subject to the terms and conditions hereof, Purchaser hereby grants
to Stockholder an irrevocable option (the "Put Option") to sell the Stockholder
Shares to Purchaser at a purchase price of $12.00 per Share (the "Purchase
Price"). Subject to the terms and conditions hereof, the Put Option may be
exercised by Stockholder at any time and from time to time from the date hereof
until the close of business on January 15, 1996 (subject to extension as
provided in Section 15 hereof).
(b) Subject to the terms and conditions hereof, Stockholder hereby
grants to Purchaser an irrevocable option (the "Call Option") to purchase the
Stockholder Shares from Purchaser at the Purchase Price. Subject to the terms
and conditions hereof, the Call Option may be exercised by Purchaser at any time
and from time to time after December 31, 1995 and prior to the close of business
on January 15, 1996 (subject to extension as provided in Section 15 hereof).
(c) To exercise a Put Option, Stockholder shall send a written notice
to Purchaser (the "Put Exercise Notice") specifying a date (not earlier than the
third business day nor later than the fifth business day following the date such
notice is given) for the closing of such sale and the number of Stockholder
Shares to be sold on that date. To exercise a Call Option, Purchaser shall send
a written notice to Stockholder (the "Call Exercise Notice") specifying a date
(not earlier than the third business day nor later than the fifth business day
following the date such notice is given) for the closing of such purchase and
the number of Stockholder Shares to be purchased on that date. In the event of
any change in the number of issued and outstanding Shares by reason of any stock
dividend, stock split, split-up, recapitalization, merger or other change in the
corporate or capital structure of the Company, the number of Stockholder Shares
subject to this Agreement, the Put Option and the Call Option and the Purchase
Price shall be appropriately adjusted. For purposes of this Agreement,
<PAGE>
the Put Option and the Call Option, the term "Stockholder Shares" shall include
any distributions of securities, cash, property or other assets or rights in
respect of Stockholder Shares distributed or issued by the Company on or after
the date of this Agreement.
(d) Upon the written request of Purchaser made at any time following an
exercise of the Put Option or the Call Option, Stockholder agrees to exercise
all of the Company Options that remain outstanding and exercisable or such
lesser number of Company Options as the Purchaser shall have specified in its
request, PROVIDED that Stockholder shall not be required to exercise any Company
Options that are "out-of-the-money" for purposes of Rule 16b-6 under the
Securities Exchange Act of 1934, as amended.
2. CLOSING
The closing (the "Closing") of a purchase and sale pursuant to an
exercise of the Put Option or Call Option shall take place on the date specified
in the Put Exercise Notice or the Call Exercise Notice, as the case may be, at
10:00 A.M., local time, at the offices of Parker, Poe, Adams & Bernstein L.L.P.,
2500 Charlotte Plaza, Charlotte, North Carolina, or at such other time and place
as the parties hereto may agree (a "Closing Date"). On each Closing Date,
Stockholder will deliver to Purchaser a certificate or certificates, duly
endorsed (or accompanied by duly executed stock powers), representing the
Stockholder Shares subject to the applicable Put Exercise Notice or Call
Exercise Notice, including the Shares acquired by Stockholder upon exercise of
all Company Options, free and clear of all Liens (as defined below). Any payment
made by Purchaser to Stockholder pursuant to this Agreement shall be made by
certified or official bank check or checks or, at Stockholder's request, by wire
transfer of federal funds to a bank designated by Stockholder. In this
Agreement, the term "Lien" means any lien, claim, charge, encumbrance, pledge,
security interest or other restriction of any nature whatsoever on or with
respect to Stockholder Shares; EXCLUDING, HOWEVER, (i) as regards Stockholder
Shares (including Shares acquired by Stockholder upon exercise of Company
Options), the general restriction on the transferability of such Shares by
virtue of Stockholder's status as a director, officer and/or ten percent
beneficial owner of the Company's outstanding Shares or by virtue of such Shares
being "restricted securities" as defined in Rule 144 under the Securities Act of
1933, as amended, and (ii) as regards Company Options, any and all of the
restrictions thereon stated in the existing Incentive Stock Option Plan of the
Company.
3. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder represents and warrants to Purchaser and Kuhlman that:
(a) Authority. This Agreement is a valid and binding agreement
of Stockholder enforceable against Stockholder in accordance with its terms.
(b) Stockholder Shares and Company Options. Stockholder is the record
and beneficial holder of, and has good and valid title to, 268,128 Shares, free
and clear of all Liens. Stockholder is the record and beneficial holder of, and
has good and valid title to, Company Options to purchase
2
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47,475 Shares, all of which were issued to Stockholder pursuant to the
Company's Incentive Stock Option Plan, and which are free and clear of all
Liens and are exercisable. At each Closing, Stockholder will deliver to
Purchaser good and valid title to the Stockholder Shares subject to the
applicable Put Exercise Notice or Call Exercise Notice, including the Shares
acquired by Stockholder upon exercise of all Company Options, free and clear
of all Liens. Except for the Company Options, there are no options or other
rights to acquire or dispose of, or other contracts (including proxies, voting
trusts or voting agreements) relating to, any Stockholder Shares.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER AND KUHLMAN
Purchaser and Kuhlman jointly and severally represent and warrant to
Stockholder that the execution and delivery of this Agreement by them and the
consummation by them of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Purchaser and
Kuhlman and that this Agreement has been duly executed and delivered on behalf
of Purchaser and Kuhlman and constitutes a valid and binding obligation of
Purchaser and Kuhlman enforceable against Purchaser and Kuhlman in accordance
with its terms. Purchaser represents and warrants to Stockholder that any and
all Stockholder Shares acquired hereunder will be acquired by the Purchaser for
purposes of investment and not with a view to or in connection with the
distribution thereof within the meaning of Section 2(11) of the Securities Act
of 1933, as amended. Purchaser has and shall have no participation in any such
undertaking and no participation in the underwriting of any such undertaking.
Each of Purchaser and Kuhlman represents that it has access to all information
about the Company that the Company has filed with the Securities and Exchange
Commission.
5. EXPENSES
Subject to Section 12, each party hereto shall pay its own expenses
incurred in connection with this Agreement.
6. COVENANTS
Stockholder covenants and agrees during the Relevant Term not (i) to
sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or
enter into any contract with respect to the sale, transfer, pledge,
assignment, hypothecation or other disposition of, any Stockholder
Shares or Company Options otherwise than pursuant to this Agreement,
(ii) to grant any proxy with respect to any Stockholder Shares or
Company Options, deposit any Stockholder Shares or Company Options into
a voting trust or enter into a voting agreement with respect to any
Stockholder Shares or Company Options otherwise than pursuant to this
Agreement or (iii) to take any action that would make any representation
or warranty of Stockholder herein untrue or incorrect. Stockholder
further covenants and agrees during the Relevant Term: (iv) upon
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the receipt or exercise of any Company Option, to notify Purchaser
immediately of such event; (v) upon the written request of Purchaser, to
grant Purchaser or its designee(s) an irrevocable proxy to vote or
otherwise exercise all shareholder rights pertaining to all Stockholder
Shares as directed by Purchaser or such designee(s); and (vi) upon the
reasonable written or oral request of Purchaser, to assist Purchaser
and Kuhlman in furtherance of the Acquisition (as defined below) in
the manner and to the extent not inconsistent with Stockholder's duties
to the Company and its other shareholders and in the mannerand to the
extent he may lawfully do so in his personal capacity as a shareholder
of the Company. In this Agreement, "Relevant Term" means the period
from the date hereof until the earliest to occur of (i) the acquisition
by Purchaser of all of the Stockholder Shares pursuant to exercise
of the Put Option or the Call Option, (ii) any other acquisition by
Purchaser, Kuhlman or a Kuhlman Affiliate (as defined in Section 11) of
all of the Stockholder Shares, (iii) the time at which the Put Option and
the Call Option may no longer be exercised (taking into account any
extension under Section 15) and the Closings pursuant to all due and
timely exercises of the Put Option and the Call Option have been
consummated as required (including pursuant to any extension provided
under Section 15) or (iv) the close of business on April 20, 1996.
7. PERFORMANCE GUARANTEE
Kuhlman and Purchaser represent and warrant to Stockholder that Kuhlman
owns all of the issued and outstanding capital stock of Purchaser. Kuhlman
hereby guarantees the faithful and timely performance of the obligations of
Purchaser stated in this Agreement.
8. NOTICES
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given, if delivered in
person, by overnight courier, by facsimile transmission, telexed or mailed by
certified or registered mail, postage prepaid, return receipt requested, as
follows (or at such other address for a party as shall be specified by like
notice, provided that such a notice shall be effective only upon receipt
thereof):
If to Purchaser or Kuhlman:
Kuhlman Corporation
3 Skidaway Village Square
Savannah, Georgia 31411
Attention: Richard A. Walker, Esq.
Fax: (912) 598-0737
With a copy (which shall not constitute notice) to:
Parker, Poe, Adams & Bernstein L.L.P.
2500 Charlotte Plaza
Charlotte, North Carolina 28244
Attention: Patrick Daugherty, Esq.
Fax: (704) 334-4706
If to Stockholder:
Mr. James R. Fore
1975 Wedgewood Drive
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Golf East
Sanford, North Carolina 27330
With a copy (which shall not constitute notice) to:
Kennedy Covington Lobdell & Hickman, L.L.P.
100 North Tryon Street, Suite 4200
Charlotte, North Carolina 28202-4006
Attention: J. Norfleet Pruden III, Esq.
Fax: (704) 331-7598
A notice shall be effective as of the date of such delivery, fax or mailing, as
the case may be.
9. PARTIES IN INTEREST
This Agreement shall inure to the benefit of and be binding upon the
parties named herein and their respective successors and assigns. Nothing in
this Agreement, express or implied, is intended to confer upon any person other
than Purchaser, Stockholder or Kuhlman, or their successors or assigns, any
rights or remedies under or by reason hereof.
10. ENTIRE AGREEMENT; AMENDMENTS
This Agreement contains the entire agreement between Stockholder, on
the one hand, and Purchaser or Kuhlman, on the other hand, with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements
and understandings, oral or written, with respect to such transactions. This
Agreement may not be changed, amended or modified orally, but rather may be
changed only by an agreement in writing signed by the party against whom any
waiver, change, amendment, modification or discharge may be sought.
11. NO ASSIGNMENT
This Agreement and the Put Option and Call Option granted hereunder
shall in no way be subject to assignment by Stockholder, Purchaser or Kuhlman;
PROVIDED, HOWEVER, that (a) Purchaser may assign any or all of its rights or
duties hereunder to any person who is, at the time of the assignment,
controlling, controlled by or under common control with Kuhlman or Purchaser (a
"Kuhlman Affiliate") and (b) Kuhlman may assign its duties hereunder by
operation of law in a merger, reorganization or other similar transaction to a
successor which succeeds to substantially all of its business and assets.
12. INDEMNIFICATION
Purchaser and Kuhlman, jointly and severally, agree to
indemnify Stockholder and to hold
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Stockholder harmless from and against any loss, liability, cost or
expense (including reasonable attorneys' fees) incurred by Stockholder
arising out of any claim by any person or entity (other than a party to
this Agreement) resulting from the execution, delivery or performance of
this Agreement, except that neither Purchaser nor Kuhlman shall have any
such responsibility relative to any loss, liability, cost or expense that
Stockholder may incur as a result of Stockholder's gross negligence or
intentional misconduct or as a result of the compensation or benefits
paid or made available to Stockholder following the termination of
Stockholder's employment under the Employment Agreement of even date
herewith among Stockholder, Purchaser and Kuhlman.
13. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same agreement.
14. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of North Carolina.
15. EXTENSION IN CERTAIN EVENTS
(a) In the event that, on January 15, 1996, neither the Put Option nor
the Call Option has been exercised in full, and on such date the Put Option or
the Call Option or both (as the case may be) may not be exercised by reason of
any judicial or regulatory judgment, decree or order preventing or restraining
such exercise (an "Exercise Prohibition"), then the time within which the Put
Option or the Call Option or both (as the case may be) may be exercised
hereunder shall be extended until the earlier of (i) the first date thereafter
on which an Exercise Prohibition does not exist and has not existed for at least
the three preceding consecutive business days (or such other time as Stockholder
and Purchaser agree upon) or (ii) the close of business on April 15, 1996.
(b) In the event that, on the date specified in a Put Exercise Notice or
Call Exercise Notice for the Closing of the purchase and sale of Stockholder
Shares thereunder, such Closing may not be consummated by reason of any judicial
or regulatory judgment, decree or order preventing or restraining such Closing
(a "Closing Prohibition"), then the time for such Closing shall be extended
until the earlier of (i) the first date thereafter on which a Closing
Prohibition does not exist and has not existed for at least the three preceding
consecutive business days (or such other time as Stockholder and Purchaser agree
upon) or (ii) the close of business on April 20, 1996. If a Closing Prohibition
prevents consummation of any Closing until after the close of business on April
20, 1996, then neither party shall have any liability to the other for a failure
to effect such Closing to the extent due to such Closing Prohibition, or any
obligation to complete such Closing, provided the Closing Prohibition was not
the result of the defaulting party's failure to comply in good faith with the
terms of this Agreement.
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(c) If an Exercise Prohibition or Closing Prohibition arises during the
Relevant Term, then the parties hereto shall use their reasonable best efforts
(subject, in the case of Stockholder, to his duties to the Company and its other
shareholders) to remove the Exercise Prohibition or Closing Prohibition, as the
case may be, as soon as practicable.
16. ACQUISITION
As used in this Agreement, the term "Acquisition" means the first to
occur of (i) the purchase by Kuhlman, Purchaser or a Kuhlman Affiliate of no
less than that number of shares of capital stock of the Company as would then
have voting power sufficient to elect a majority of the directors of the
Company, (ii) the purchase by Kuhlman, Purchaser or a Kuhlman Affiliate of all
or substantially all of the assets of the Company or (iii) a merger of the
Company with or into Kuhlman, Purchaser or a Kuhlman Affiliate.
17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All representations and warranties contained in this Agreement shall
survive delivery of and payment for the Stockholder Shares.
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<PAGE>
IN WITNESS WHEREOF, Stockholder, Purchaser and Kuhlman have caused this
Agreement to be duly executed and delivered on the day and year first written
above.
/s/ James R. Fore (L.S.)
James R. Fore
KUHLMAN ACQUISITION CORP.
By: /s/ Curtis G. Anderson
Name: Curtis G. Anderson
Its: President
KUHLMAN CORPORATION
By: /s/ Curtis G. Anderson
Name: Curtis G. Anderson
Its: President and Chief Operating Officer
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Exhibit (c)(2)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated November 20, 1995 ("Agreement") among
Mr. James R. Fore, a resident of Sanford, North Carolina ("Employee"),
Kuhlman Acquisition Corp., a North Carolina corporation ("KAC"), and
Kuhlman Corporation, a Delaware corporation ("Kuhlman").
WHEREAS, the Employee is currently the President and Chief
Executive Officer of Communication Cable, Inc., a North Carolina
corporation ("CCI"). Kuhlman has in the past entered into discussions
with CCI regarding its proposed acquisition of CCI and presently intends
to again pursue such an acquisition, through KAC, subject to entering
into satisfactory arrangements for its acquisition of the common stock
of CCI held by the Employee and satisfactory arrangements for the
Employee's employment with KAC if and when such acquisition is
consummated. Contemporaneously herewith, Kuhlman, KAC and the Employee
have entered into a Stock Option Agreement relating to KAC's purchase of
the Employee's stock in CCI. The purpose of this Agreement is to set
forth the terms of the Employee's employment with KAC in the event that
such an acquisition of CCI is consummated.
WHEREAS, it is understood that on the date hereof the Employee
continues to be employed by CCI as its President and Chief Executive
Officer and continues to be a director of CCI. Nothing herein is
intended to interfere with the due and proper performance of the
Employee's duties to CCI in such positions or to create any employment
relationship between the Employee and KAC or Kuhlman prior to the
Commencement Date referred to herein. It is further understood that, if
such Commencement Date does not occur prior to January 1, 1997 (or such
later date to which the parties hereto may hereafter mutually agree),
then at the Employee's option this Agreement shall become null and void
and neither party shall have any obligations to the other hereunder,
except for the obligations of KAC and Kuhlman under Section 6 (which
shall continue).
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as
follows:
1. Employment; Performance Guarantee
KAC agrees to employ the Employee, and the Employee agrees to enter
into the employ of KAC on the Commencement Date (as defined in Section
3), on the terms and conditions hereafter set forth. Kuhlman and KAC
represent and warrant to the Employee that Kuhlman owns all of the
issued and outstanding capital stock of KAC. Kuhlman hereby guarantees
to the Employee the faithful and timely performance of the obligations
of KAC stated in this Agreement.
2. Duties
During his employment hereunder, the Employee shall devote his full
business time, skill, energies, judgment, knowledge and efforts to
advancement of the best interests of KAC and its subsidiaries and the
performance of such executive duties on behalf of KAC and its
subsidiaries as the Board of Directors of KAC may assign to him from
time to time. In no event shall such duties
<PAGE>
require the Employee to relocate outside of Sanford, North Carolina
during the term of this Agreement without the Employee's consent. The
requirement that the Employee devote his full business time to KAC
shall not be construed to prevent the Employee from investing in
securities and other kinds of personal property, tangible and
intangible, and real estate or from engaging in church, charitable
or other community activities that do not, singly or in the aggregate,
materially impair his ability to fulfill his responsibilities under
this Agreement.
3. Commencement Date; Term
This Agreement shall become effective upon the first to occur of
(i) the purchase by Kuhlman or KAC, or by another person controlling,
controlled by or under common control with Kuhlman or KAC (a "Kuhlman
Affiliate"), of no less than that number of shares of CCI, as would then
have voting power sufficient to elect a majority of the directors of
CCI, (ii) the purchase by Kuhlman, KAC or a Kuhlman Affiliate of all or
substantially all of the assets of CCI or (iii) a merger of CCI with or
into Kuhlman, KAC or a Kuhlman Affiliate (the date of the first to occur
of such events being the "Commencement Date"). The term of the
Employee's employment hereunder shall be the three years immediately
following the Commencement Date, unless terminated earlier pursuant to
Section 5. If the Commencement Date shall not have occurred on or
before December 31, 1996 (or such later date to which the parties shall
have agreed in writing), then, at the Employee's option, by written
notice to KAC and Kuhlman, this Agreement shall be null and void and
neither party shall have any obligations to the other hereunder, except
for the obligations of KAC and Kuhlman under Section 6 (which shall
continue).
4. Compensation and Benefits
KAC shall pay or cause to be paid to the Employee, as compensation
for all of the services to be rendered by him hereunder during the term
hereof, the following salary and bonus: in and for the first year
following the Commencement Date, $300,000 in the aggregate; in and for
the second year following the Commencement Date, $330,000 in the
aggregate; in and for the third year following the Commencement Date,
$363,000 in the aggregate. The Employee and his spouse also will
receive medical and health insurance benefits consistent with the
insurance benefits that Employee and his spouse are currently entitled
to receive from CCI. The salary and bonus payments and other benefits
described herein shall in all events be paid and made available to the
Employee in times, place and manner consistent with CCI's current
practices; provided, that for such purposes the Employee's salary shall
be deemed to be $200,000 for the first year following the Commencement
Date, $230,000 for the second year and $263,000 for the third year, and
Employee shall be entitled to a bonus of $100,000 payable on each
December 15 within the three years following the Commencement Date.
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5. Termination of Employment
Notwithstanding Section 3, the term of the Employee's employment
hereunder shall terminate on the first to occur of (i) the date that is
three years after the Commencement Date and (ii) any of the events
described below in this Section 5.
(a) Death. In the event of the Employee's death, his employment
shall terminate automatically, effective as of the date of death, and
KAC shall pay to his estate or other beneficiary designated by him to
KAC, in the times, place and manner mentioned in Section 4, the salary
and bonus that otherwise would have been paid to him pursuant to Section
4 for the remainder of the three-year term mentioned in this Section 5.
In the event that the Employee shall die after the termination of his
employment hereunder but prior to the expiration of the three-year term
mentioned in this Section 5, then the compensation and benefits that
would otherwise continue to be payable to him after the termination of
his employment for the remainder of such three-year term shall be
payable to the Employee's estate or to such other beneficiary as shall
have been designated by him to KAC. The benefits payable to him after
termination of employment include the medical and health insurance
benefits for his spouse mentioned in Section 4, and after the Employee's
death such insurance benefits for his spouse shall be continued for the
remainder of such three-year term.
(b) Disability. If the Employee, due to physical or mental
illness, shall be unable to perform substantially all of his duties for
a continuous period of three months, then the Employee may by notice
terminate his employment effective as of a date not less than 30 days
after the date such notice is given. In such event, the compensation
and benefits described in Section 4 shall be payable to the Employee, in
the times, place and manner mentioned in Section 4, for the remainder of
the three-year term mentioned in this Section 5.
(c) Termination by Employee. At any time after the six-month
period commencing with the Commencement Date, the Employee may by notice
terminate his employment effective as of a date not less than 30 days
after the date such notice is given. Notwithstanding the occurrence of
any such termination, the compensation and benefits described in Section
4 shall be payable to the Employee, in the times, place and manner
mentioned in Section 4, for the remainder of the three-year term
mentioned in this Section 5.
(d) Termination by KAC. The Employee's employment may be
terminated at any time by KAC with or without notice and with or without
cause. Notwithstanding the occurrence of any such termination, the
compensation and benefits described in Section 4 shall be payable to the
Employee, in the times, place and manner mentioned in Section 4, for the
remainder of the three-year term mentioned in this Section 5.
6. Indemnification.
KAC and Kuhlman, jointly and severally, agree to indemnify the
Employee and to hold the Employee harmless from and against any loss,
liability, cost or expense (including reasonable
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attorneys' fees) incurred by the Employee arising out of any claim
by any person or entity (other than a party to this Agreement) resulting
from the execution, delivery or performance of this Agreement, except that
neither KAC nor Kuhlman shall have any such responsibility relative to
any loss, liability, cost or expense that the Employee may incur as a
result of Employee's gross negligence or intentional misconduct or as a
result of the compensation or benefits paid or made available to the
Employee following the termination of his employment hereunder.
7. Confidentiality
The Employee acknowledges that he has had and will have access to
certain information related to the business, operations, future plans
and customers of KAC, the disclosure or use of which could cause KAC
substantial losses and damages. Accordingly, the Employee covenants
that, during the term of his employment with KAC and thereafter, he will
keep confidential all information and documents furnished to him by or
on behalf of KAC and not use the same to his advantage, except to the
extent such information or documents are or thereafter become lawfully
obtainable from other sources or are in the public domain through no
violation of this Section 7 on his part or as is consented to in writing
by KAC. For the purposes of this Section 7 only, the term "KAC" shall
mean CCI and any and all persons that control or are controlled by, or
are under common control with, KAC.
8. No Conflict with Any Other Agreement
The Employee represents and warrants to KAC and Kuhlman that the
execution of this Agreement and the performance of his duties and
obligations hereunder will not breach or cause a default under any other
agreement to which he is a party or by which he is bound and that he is
not now subject to any covenant against competition or similar covenant
that would affect the performance of his duties hereunder. It is
understood, however, that the Employee shall have no duties to KAC or
Kuhlman hereunder prior to the Commencement Date and that he may
continue his employment with CCI until that time.
9. No Assignment
This Agreement shall in no way be subject to assignment by the
Employee, KAC or Kuhlman; provided, however, that (a) KAC may assign any
or all of its rights or duties hereunder to any person who is a Kuhlman
Affiliate and (b) Kuhlman may assign its duties hereunder by operation
of law in a merger, reorganization or other similar transaction to a
successor to substantially all of its business and assets.
10. Notices
All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given, if
delivered in person, by overnight courier, by facsimile transmission,
telexed or mailed by certified or registered mail, postage prepaid,
return receipt
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requested, as follows (or at such other address for a party as shall be
specified by like notice, provided that such a notice shall be effective
only upon receipt thereof):
if to KAC or Kuhlman, to:
Kuhlman Corporation
3 Skidaway Village Square
Savannah, Georgia 31411
Attn: Richard A. Walker, Esq.
Fax: (912) 598-0737
with a copy (which shall not constitute notice) to:
Parker, Poe, Adams & Bernstein L.L.P.
2500 Charlotte Plaza
Charlotte, North Carolina 28244
Attn: Patrick Daugherty, Esq.
Fax: (704) 334-4706
if to the Employee, to:
Mr. James R. Fore
1975 Wedgewood Drive
Golf East
Sanford, North Carolina 27330
with a copy (which shall not constitute notice) to:
Kennedy Covington Lobdell & Hickman, L.L.P.
NationsBank Corporate Center
Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202
Attn: J. Norfleet Pruden III, Esq.
Fax: (704) 331-7598
(or to such other address as any party shall have furnished to the
others by like notice).
A notice shall be effective as of the date of such delivery or mailing,
as the case may be.
11. Entire Agreement
This Agreement constitutes the only agreement and understanding
between KAC or Kuhlman, on the one hand, and the Employee, on the other
hand, relative to the subject of the Employee's employment by Kuhlman or
any Kuhlman Affiliate; and there are no promises, representations,
conditions, provisions or terms related thereto other than those set
forth herein. This Agreement supersedes all previous understandings,
agreements and representations, written or oral, between
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KAC or Kuhlman, on the one hand, and the Employee, on the other hand,
regarding such employment.
12. Governing Law
This contract shall be governed by, and construed in accordance
with, the laws of the State of North Carolina.
13. Waiver; Amendment
No waiver in any instance by either party of any provision of this
Agreement shall be deemed a waiver by such party of such provision in
any other instance or a waiver of any other provision hereunder in any
instance. This Agreement cannot be amended, supplemented or otherwise
modified except in a writing signed by all of the parties hereto.
14. Counterparts
This Agreement may be executed in any number of counterparts, each
of which, when executed, shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
KUHLMAN ACQUISITION CORP.
By: /s/ Curtis G. Anderson
Name: Curtis G. Anderson
Its: President
KUHLMAN CORPORATION
By: /s/ Curtis G. Anderson
Name: Curtis G. Anderson
Its: President and Chief Operating Officer
/s/ James R. Fore (L.S.)
James R. Fore
6
