<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IMPCO Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45255W106
(CUSIP Number)
Peter B. Bensinger
Bensinger, DuPont and Associates
20 North Wacker Drive
Chicago, Illinois 60606
(312) 726-8620
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 6, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section.240.13d-7(b)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(continued on following pages)
Page 1 of 17 Pages
<PAGE> 2
<TABLE>
<S><C>
========================================= =============================================
CUSIP NO. 45255W106 13D Page 2 of 17 Pages
========================================= =============================================
=============================================================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Estate of Edwin J. Schneebeck
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,165,061
REPORTING -----------------------------------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,165,061
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,165,061
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.02%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
=============================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
<TABLE>
<S><C>
========================================= =============================================
CUSIP NO. 45255W106 13D Page 3 of 17 Pages
========================================= =============================================
=============================================================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bethel J. Schneebeck
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX 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
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
196,724
NUMBER OF -----------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,385,127
OWNED BY EACH -----------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 196,724
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,385,127
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,581,851
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
20.4%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
=============================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
<TABLE>
<S><C>
========================================= =============================================
CUSIP NO. 45255W106 13D Page 4 of 17 Pages
========================================= =============================================
=============================================================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David E. Schneebeck
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX 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
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
180,214
NUMBER OF -----------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,199,240
OWNED BY EACH -----------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 180,214
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,199,240
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,379,454
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.79%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
=============================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
<TABLE>
<S><C>
========================================= =============================================
CUSIP NO. 45255W106 13D Page 5 of 17 Pages
========================================= =============================================
=============================================================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Troy Schneebeck
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX 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
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
966
NUMBER OF -----------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY EACH -----------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 966
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than .01%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
=============================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
<TABLE>
<S><C>
========================================= =============================================
CUSIP NO. 45255W106 13D Page 6 of 17 Pages
========================================= =============================================
=============================================================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timothy J. Schneebeck
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX 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
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
150,713
NUMBER OF -----------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 34,179
OWNED BY EACH -----------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 150,713
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
34,179
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,892
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.61%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
=============================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
<TABLE>
<S><C>
========================================= =============================================
CUSIP NO. 45255W106 13D Page 7 of 17 Pages
========================================= =============================================
=============================================================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Schneebeck Family Trust
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 185,887
OWNED BY EACH -----------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
185,887
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,887
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.62%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
=============================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
<TABLE>
<S><C>
========================================= =============================================
CUSIP NO. 45255W106 13D Page 8 of 17 Pages
========================================= =============================================
=============================================================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Judith S. Bensinger
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX 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
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
145,499
NUMBER OF -----------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,199,240
OWNED BY EACH -----------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 145,499
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,199,240
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,739
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.34%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
=============================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 9
<TABLE>
<S><C>
========================================= =============================================
CUSIP NO. 45255W106 13D Page 9 of 17 Pages
========================================= =============================================
=============================================================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter B. Bensinger
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX 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
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
48,000
NUMBER OF -----------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 34,179
OWNED BY EACH -----------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 48,000
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
34,179
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,179
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.15%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
=============================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 10
<TABLE>
<S><C>
========================================= =============================================
CUSIP NO. 45255W106 13D Page 10 of 17 Pages
========================================= =============================================
=============================================================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Schneebeck Foundation
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 34,179
OWNED BY EACH -----------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
-----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
34,179
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,179
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* / /
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.05%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
=============================================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 11
ONLY THOSE ITEMS AMENDED ARE REPORTED HEREIN
Item 2. Identity and Background.
This Amendment No. 1 to a Schedule 13D filed with the Securities and
Exchange Commission on January 7, 1998 by the Estate of Edwin J. Schneebeck (the
"Estate") is being filed by the Estate, Bethel J. Schneebeck, David E.
Schneebeck, Troy Schneebeck, Timothy J. Schneebeck, The Schneebeck Family Trust
(the "Trust"), Judith S. Bensinger, Peter B. Bensinger and The Schneebeck
Foundation (the "Foundation") (each, a "Reporting Person" and collectively, the
"Reporting Persons"). The following information is provided with respect to the
Reporting Persons:
Bethel J. Schneebeck is retired. Her residence address is 1 Stadium Way
North, Tacoma, Washington 98403.
David E. Schneebeck is principally employed as an airline pilot with
Northwest Airlines, a commercial airline. His business address is 3 S.W. Three
Tree Point Lane, Burien, Washington 98166.
Troy Schneebeck is principally self-employed as a construction worker. His
business address is 14224 55th Avenue South, Tukwilla, Washington 98168.
Timothy J. Schneebeck is the owner of T & M Refrigeration, Inc., a company
engaged in the installation and servicing of heating and refrigeration
equipment. His business address is 14520 Fremont Avenue North, Shoreline,
Washington 98133.
The Trust is a Washington trust. Its address is c/o Bethel J. Schneebeck, 1
Stadium Way North, Tacoma, Washington 98403.
Judith S. Bensinger is principally employed as a physician and is the owner
of the Center for Adolescent Medicine Inc. Her business address is 480 Elm
Place, Highland Park, Illinois 60035.
Peter B. Bensinger is principally employed as the President and Chief
Executive Officer of Bensinger, DuPont & Associates, a consulting firm providing
consulting, training and employee assistance programs. His business address is
20 North Wacker Drive, Suite 920, Chicago, Illinois 60606.
The Foundation is a Washington non-profit corporation which was organized
for charitable purposes. The address of the Foundation is c/o Bethel J.
Schneebeck, 1 Stadium Way North, Tacoma, Washington 98403. The officers and
directors of the Foundation are Bethel J. Schneebeck (President), David E.
Schneebeck (Chairman), Judith S. Bensinger (Vice President), Peter B. Bensinger
(Vice Chairman), Timothy J. Schneebeck (Vice President) and Robert G. Albertson
(Secretary). Mr. Albertson is a retired minister and college professor. His
residence address is 2915 N. 28th St., Tacoma, Washington 98407. Information
regarding the other officers and directors of the Foundation is set forth above.
To the knowledge of the Reporting Persons, during the last five years, none
of the Reporting Persons nor the sole officer and director of the Foundation who
is not a Reporting Person (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Page 11 of 17 Pages
<PAGE> 12
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of outstanding shares of IMPCO
Common Stock beneficially owned by each Reporting Person is set forth in Item 11
on the cover pages filed herewith, and such responses are incorporated by
reference herein. The number of shares beneficially owned by the Estate includes
613,207 shares of IMPCO Common Stock issuable upon conversion of 3,250 shares of
IMPCO Preferred Stock and 50,000 shares of IMPCO Preferred Stock issuable upon
exercise of currently exercisable stock options. The number of shares
beneficially owned by Peter B. Bensinger includes 30,000 shares of IMPCO Common
Stock issuable upon exercise of currently exercisable stock options. The
percentage calculations are based on 7,091,601 shares of IMPCO Common Stock
being outstanding as of April 30, 1998 (based on information provided by IMPCO).
(b) The number of shares of IMPCO Common Stock as to which each Reporting
Person has sole voting power, shared voting power, sole dispositive power and
shared dispositive power is set forth in Items 7, 8, 9 and 10, respectively, on
the cover pages filed herewith, and such responses are incorporated by reference
herein.
Bethel J. Schneebeck is an executrix of the Estate, the trustee of the
Trust and an officer and director of the Foundation. David E. Schneebeck is an
executor of the Estate and an officer and director of the Foundation. Timothy J.
Schneebeck is an officer and director of the Foundation. Judith S. Bensinger is
an executrix of the Estate and an officer and director of the Foundation. Peter
B. Bensinger is an officer and director of the Foundation. Accordingly, the
shares of IMPCO Common Stock beneficially owned by such Reporting Persons
include shares beneficially owned by the Estate, the Trust and the Foundation,
as the case may be.
(c) None of the Reporting Persons have effected any transactions in IMPCO
Common Stock during the past 60 days.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to a Stock Purchase Agreement, dated as of May 6, 1998, among
the Reporting Persons and Questor Partners Fund, L.P. ("Questor"), Questor
Side-by-Side Partners, L.P. ("Questor SBS") and David T. O'Neal, Jr.
("O'Neal"), the Reporting Persons have agreed to sell, and Questor, Questor SBS
and O'Neal have agreed to purchase, an aggregate of 1,494,036 shares of IMPCO
Common Stock for a purchase price of $13.50 per share and 3,250 shares of IMPCO
Preferred Stock (which shares are convertible into 613,207 shares of IMPCO
Common Stock) for a purchase price of $2,547.1675 per share. The closing of the
transaction is subject to various conditions, including approval of the
transaction by the Board of Directors of IMPCO and termination of the waiting
period under the Hart- Scott-Rodino Antitrust Improvements Act of 1976.
Page 12 of 17 Pages
<PAGE> 13
Item 7. Material to be Filed as Exhibits.
1. Agreement to File Schedule 13D pursuant to Rule 13d-1(f) promulgated
under the Securities Exchange Act of 1934, as amended.
2. Stock Purchase Agreement, dated as of May 6, 1998, among the Reporting
Persons, Questor Partners Fund, L.P., Questor Side-By-Side Partners, L.P. and
David T. O'Neal, Jr.
SIGNATURE
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.
Date: May 12, 1998
ESTATE OF EDWIN J. SCHNEEBECK
By: /s/ Bethel J. Schneebeck
---------------------------------------------
Bethel J. Schneebeck, Personal Representative
By: /s/ David E. Schneebeck
---------------------------------------------
David E. Schneebeck, Personal Representative
By: /s/ Judith S. Bensinger
---------------------------------------------
Judith S. Bensinger, Personal Representative
/s/ Bethel J. Schneebeck
-------------------------------------------------
Bethel J. Schneebeck
/s/ David E. Schneebeck
-------------------------------------------------
David E. Schneebeck
/s/ Troy Schneebeck
-------------------------------------------------
Troy Schneebeck
/s/ Timothy J. Schneebeck
-------------------------------------------------
Timothy J. Schneebeck
Page 13 of 17 Pages
<PAGE> 14
THE SCHNEEBECK FAMILY TRUST
By: /s/ Bethel J. Schneebeck
----------------------------------------------
Name: Bethel J. Schneebeck
---------------------------------------
Title: Trustee
---------------------------------------
/s/ Judith S. Bensinger
-------------------------------------------------
Judith S. Bensinger
/s/ Peter B. Bensinger
-------------------------------------------------
Peter B. Bensinger
THE SCHNEEBECK FOUNDATION
By: /s/ Peter B. Bensinger
--------------------------------------------
Name: Peter B. Bensinger
----------------------------------------
Title: Vice Chairman
----------------------------------------
Page 14 of 17 Pages
<PAGE> 15
EXHIBIT 1
AGREEMENT TO FILE SCHEDULE 13D
THIS AGREEMENT is made and entered into as of the 12th day of May,
1998, by and between the undersigned parties (the "Shareholders").
W I T N E S S E T H:
WHEREAS, the Shareholders are shareholders of IMPCO Technologies, Inc., a
Washington corporation ("IMPCO"); and
WHEREAS, the Shareholders desire to jointly file a Schedule 13D with the
Securities and Exchange Commission (the "SEC") with respect to their investments
in IMPCO in order to satisfy their obligations under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), and the regulations
promulgated thereunder.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
hereby agree as follows:
1. Each of the Shareholders hereby agrees to jointly file a Schedule 13D
with the SEC with respect to their investments in IMPCO in order to satisfy
their obligations under the Act and the regulations promulgated thereunder. The
Schedule 13D may be an initial Schedule 13D or an amendment to the Schedule 13D
previously filed with the SEC by the Estate of Edwin J. Schneebeck.
2. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to constitute an original, but all of which shall
constitute one and the same instrument.
Page 15 of 17 Pages
<PAGE> 16
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
ESTATE OF EDWIN J. SCHNEEBECK
By: /s/ Bethel J. Schneebeck
-----------------------------------------------
Bethel J. Schneebeck, Personal Representative
By: /s/ David E. Schneebeck
-----------------------------------------------
David E. Schneebeck, Personal Representative
By: /s/ Judith S. Bensinger
-----------------------------------------------
Judith S. Bensinger, Personal Representative
/s/ Bethel J. Schneebeck
--------------------------------------------------
Bethel J. Schneebeck
/s/ David E. Schneebeck
--------------------------------------------------
David E. Schneebeck
/s/ Troy Schneebeck
--------------------------------------------------
Troy Schneebeck
/s/ Timothy J. Schneebeck
--------------------------------------------------
Timothy J. Schneebeck
THE SCHNEEBECK FAMILY TRUST
By: /s/ Bethel J. Schneebeck
----------------------------------------------
Name: Bethel J. Schneebeck
-------------------------------------------
Title: Trustee
-------------------------------------------
/s/ Judith S. Bensinger
---------------------------------------------------
Judith S. Bensinger
Page 16 of 17 Pages
<PAGE> 17
/s/ Peter B. Bensinger
-----------------------------------------------------
Peter B. Bensinger
THE SCHNEEBECK FOUNDATION
By: /s/ Peter B. Bensinger
-------------------------------------------------
Name: Peter B. Bensinger
-------------------------------------------
Title: Vice Chairman
-------------------------------------------
Page 17 of 17 Pages
<PAGE> 1
EXHIBIT 2
STOCK PURCHASE AGREEMENT
AMONG
THE ESTATE OF EDWIN J. SCHNEEBECK,
BETHEL J. SCHNEEBECK,
DAVID E. SCHNEEBECK,
TROY SCHNEEBECK,
TIMOTHY J. SCHNEEBECK,
THE SCHNEEBECK FAMILY TRUST,
JUDITH S. BENSINGER,
PETER B. BENSINGER,
AND
THE SCHNEEBECK FOUNDATION,
AND
QUESTOR PARTNERS FUND, L.P.
AND
QUESTOR SIDE-BY-SIDE PARTNERS, L.P.
AND
DAVID T. O'NEAL, JR.
DATED AS OF MAY 6, 1998
<PAGE> 2
STOCK PURCHASE AGREEMENT, dated as of May 6, 1998, among the Estate of
Edwin J. Schneebeck (the "Estate"), Bethel J. Schneebeck, David E. Schneebeck,
Troy Schneebeck, Timothy J. Schneebeck, The Schneebeck Family Trust, Judith S.
Bensinger, Peter B. Bensinger and the The Schneebeck Foundation, a Washington
nonprofit corporation (collectively with the Estate, the "Sellers"), and Questor
Partners Fund, L.P., a Delaware limited partnership ("Questor Partners"),
Questor Side-by-Side Partners, L.P., a Delaware limited partnership ("Questor
SBS" and, together with Questor Partners, the "Questor Purchasers"), and David
T. O'Neal, Jr. (together with the Questor Purchasers, the "Purchasers").
W I T N E S S E T H:
WHEREAS, the Sellers own (i) shares of common stock, par value $0.001 per
share ("Common Shares"), of IMPCO Technologies, Inc., a Delaware corporation
(the "Company"), as set forth in Schedule 1 hereto, and (ii) shares of 1993
Series 1 Preferred Stock, par value $0.001 per share ("Preferred Shares"), of
the Company, as set out in Schedule 1 hereto; and
WHEREAS, the Sellers wish to sell to the Purchasers, and the
Purchasers wish to purchase from the Sellers, the Common Shares and the
Preferred Shares held by the Sellers, upon the terms and subject to the
conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
and covenants hereinafter set forth, the Purchasers and the Sellers hereby agree
as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:
"Action" means any claim, action, suit, arbitration, inquiry, proceeding or
investigation by or before any Governmental Authority.
"Business Day" means any day that is not a Saturday, a Sunday or other day
on which banks are required or authorized by law to be closed in The City of New
York.
"Encumbrance" means any security interest, pledge, mortgage, lien, charge,
encumbrance, adverse claim, preferential arrangement or restriction of any kind,
including, without limitation, any restriction on the use, voting, transfer
(other than applicable restrictions on transfer under the Securities Act of
1933, as amended, or applicable state securities laws), receipt of income or
other exercise of any attributes of ownership.
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"Governmental Authority" means any federal, state, local or foreign
government, any governmental, regulatory or administrative authority, or any
court, tribunal, or judicial or arbitral body.
"Governmental Order" means any order, writ, judgment, injunction, decree,
stipulation, determination or award entered by or with any Governmental
Authority.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.
"Law" means any federal, state, local or foreign statute, law, regulation,
rule, order or other requirement or rule of law.
"Liabilities" means any and all debts, liabilities and obligations, whether
absolute or contingent, including, without limitation, those arising under any
Law, Action or Governmental Order and those arising under any contract,
agreement, arrangement or undertaking.
"Material Adverse Effect" means any circumstance, change in, or effect on
the Company or its business that, individually or in the aggregate with any
other circumstances, changes in, or effects on, the Company or its business, is,
or could be, materially adverse to the business, operations, results of
operations or the condition (financial or otherwise) of the Company.
"Person" means any individual, partnership, firm, corporation, association,
trust, unincorporated organization or other entity, as well as any syndicate or
group that would be deemed to be a person under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended.
ARTICLE II
PURCHASE AND SALE
SECTION 2.01. Purchase and Sale of the Shares. Upon the terms and subject
to the conditions of this Agreement, at the Closing:
(a) the Estate shall sell to David T. O'Neal, Jr., and David
T. O'Neal, Jr. shall purchase from the Estate, 74,074 Common Shares;
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(b) the Estate shall sell to Questor SBS, and Questor SBS
shall purchase from the Estate, 95,095 Common Shares and 218 Preferred
Shares;
(c) the Estate shall sell to Questor Partners, and Questor
Partners shall purchase from the Estate, 382,685 Common Shares and
3,032 Preferred Shares; and
(d) the Sellers other than the Estate shall sell to Questor
Partners, and Questor Partners shall purchase from such Sellers, all of
the Common Shares set forth opposite the name of such Seller in column
3 of Schedule 1 attached hereto.
The Common Shares and the Preferred Shares to be sold and purchased at the
Closing are hereinafter referred to as the Shares.
SECTION 2.02. Purchase Price. The purchase price to be paid by the
Purchasers to the Sellers at Closing, in respect of each Share purchased by such
Purchaser, shall be (i) $13.50 per Common Share and (ii) $2,547.1675 per
Preferred Share (based on the 3,250 Preferred Shares being convertible into
613,207 Common Shares as set forth in Section 4.02; such price per Preferred
Share shall be adjusted, if necessary, on or prior to Closing to be equivalent
to $13.50 per Common Share if it is determined on or prior to Closing pursuant
to Section 7.02(i) that the Preferred Shares are convertible into a different
number of Common Shares).
SECTION 2.03. Closing. Upon the terms and subject to the conditions of this
Agreement, the sale and purchase of the Shares contemplated by this Agreement
shall take place at a closing (the "Closing") to be held at the offices of Neal,
Gerber & Eisenberg, 2 North LaSalle Street, Chicago, Illinois at 10:00 a.m.,
local time, on the third Business Day following the later to occur of (A)
expiration or termination of all applicable waiting periods under the HSR Act
and (B) satisfaction or waiver of all other conditions to the obligations of the
parties set forth in Article VII (provided that such date is at least 15
Business Days after the date of this Agreement), or at such other place or at
such other time or on such other date as the Sellers and the Purchasers may
mutually agree upon in writing (the day on which the Closing takes place being
the "Closing Date").
SECTION 2.04. Closing Deliveries by the Sellers. At the Closing, the
Sellers shall deliver or cause to be delivered to the Purchasers:
(a) stock certificates evidencing the Shares duly endorsed in
blank, or accompanied by stock powers duly executed in blank, in form
satisfactory to the Purchasers and with all required stock transfer tax
stamps affixed;
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(b) a receipt for the purchase price paid in respect of the
Shares sold by such Seller; and
(c) the opinions, certificates and other documents required to
be delivered pursuant to Section 7.02.
SECTION 2.05. Closing Deliveries by the Purchasers. At the Closing, the
Purchasers shall deliver to the Sellers:
(a) the purchase price in respect of the Shares to be
purchased by such Purchaser by wire transfer in immediately available
funds to the bank accounts designated by the Sellers in a written
notice to the Purchasers on or prior to the Closing Date; and
(b) the opinions, certificates and other documents required to
be delivered pursuant to Section 7.01.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
As an inducement to the Purchasers to enter into this Agreement, each
Seller hereby represents and warrants with respect to him, her or itself to the
Purchasers as follows:
SECTION 3.01. Authorization, Execution and Delivery by such Seller. Such
Seller has all necessary legal capacity and power and authority to enter into
this Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by such Seller, the performance by such Seller of its obligations hereunder and
the consummation by such Seller of the transactions contemplated hereby have
been duly authorized by all requisite action on the part of such Seller. This
Agreement has been duly executed and delivered by such Seller, and (assuming due
authorization, execution and delivery by the Purchasers) this Agreement
constitutes a legal, valid and binding obligation of such Seller enforceable
against such Seller in accordance with its terms.
SECTION 3.02. Ownership of the Shares. Such Seller owns, and as of the
Closing will own, legally and beneficially, all of the Shares set forth opposite
the name of such Seller in Schedule 1 attached hereto, free and clear of all
Encumbrances, except: (a) the pledge of 501,854 Common Shares and 3,250
Preferred Shares held by the Estate to U.S.
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Bank of Washington, Bellevue, Washington, which Encumbrances shall be released
prior to Closing; (b) 30,000 Common Shares beneficially owned by Peter B.
Bensinger are held pursuant to vested stock options, which options will be
exercised by Peter B. Bensinger prior to Closing; and (c) 50,000 Common Shares
beneficially owned by the Estate are held pursuant to vested stock options,
which options will be exercised by the Estate prior to Closing. There are no
options, warrants, convertible securities or other rights, agreements,
arrangements or commitments of any character relating to such Shares or
obligating such Seller to sell any of such Shares or any other interest in the
Company to any Person. There are no voting trusts, stockholder agreements,
proxies or other agreements or understandings in effect with respect to the
voting or transfer of any of such Shares. Upon consummation of the transactions
contemplated by this Agreement, the Purchasers, assuming they shall have
purchased such Shares for value in good faith and without notice of any adverse
claim, will own all of such Shares, free and clear of all Encumbrances,
including, without limitation, any interests of the beneficiaries under the Will
(as defined in Section 4.01). Such Shares are, and upon consummation of the
transactions contemplated by this Agreement will be, fully paid and
nonassessable.
SECTION 3.03. No Conflict. Assuming compliance with the notification
requirements of the HSR Act and the making and obtaining of all filings,
notifications, consents, approvals, authorizations and other actions referred to
in Section 3.04, except as may result from any facts or circumstances relating
solely to the Purchasers, the execution, delivery and performance of this
Agreement by such Seller do not and will not (a) conflict with or violate any
Law or Governmental Order applicable to such Seller, (b) conflict with or
violate any of the constitutive documents of such Seller, if such Seller is not
a natural person or (c) conflict with, or result in any breach of, constitute a
default (or event which with the giving of notice or lapse or time, or both,
would become a default) under, require any consent under, or give to others any
rights of termination, amendment, acceleration, or suspension of, or result in
the creation of any Encumbrance on any of the Shares or other assets or
properties of such Seller pursuant to, any note, bond, mortgage, contract,
agreement, lease, license or other instrument or arrangement to which such
Seller is a party (including, in the case of the Estate, the Will) or by which
any of such Shares, assets or properties are bound or affected which would have
a material adverse effect on the ability of such Seller to consummate the
transactions contemplated by this Agreement.
SECTION 3.04. Governmental Consents and Approvals. The execution, delivery
and performance of this Agreement by such Seller do not and will not require any
consent, approval or other order of, action by, filing with, or notification to,
the Probate Court (as defined in Section 4.01) or any Governmental Authority,
except the notification requirements of the HSR Act.
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SECTION 3.05. Absence of Litigation. There are no Actions pending before
any Governmental Authority by or against such Seller (or, to the knowledge of
such Seller, without having conducted any investigation with respect thereto, by
or against the Company) relating to or that could otherwise affect the Shares to
be sold by such Seller pursuant to this Agreement or the transactions
contemplated (nor, to the knowledge of such Seller, without having conducted any
investigation with respect thereto, are any such Actions threatened to be
brought by or before any Governmental Authority). Such Seller is not (and, to
the knowledge of such Seller, without having conducted any investigation with
respect thereto, the Company is not) subject to any Governmental Order relating
to or that could otherwise affect such Shares or the transactions contemplated
by this Agreement (nor, to the knowledge of the Seller, without having conducted
any investigation with respect thereto, are there any such Governmental Orders
threatened to be imposed by any Governmental Authority).
SECTION 3.06. Full Disclosure. Although such Seller has not conducted any
investigation with respect thereto, such Seller is not aware of any facts
pertaining to the Company, any subsidiary of the Company or their businesses
which could have a Material Adverse Effect on the Company and which have not
been disclosed publicly by the Company.
SECTION 3.07. Brokers. Except for Citicorp Securities, Inc. and First San
Francisco Corporation, no broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of such Seller. Such Seller is solely responsible for the fees and
expenses of Citicorp Securities, Inc. and First San Francisco Corporation.
ARTICLE IV
ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF THE ESTATE
As an inducement to the Purchasers to enter into this Agreement, the Estate
hereby represents and warrants to the Purchasers as follows (in addition to the
representations and warranties of the Estate in Article III):
SECTION 4.01. Authority of Estate. Bethel J. Schneebeck, David E.
Schneebeck and Judith S. Bensinger are the Personal Representatives of the
Estate. The will of Edwin J. Schneebeck has been duly admitted to probate by the
Pierce County Superior Court (the "Probate Court") in September 1997 (the
"Will"). True and complete copies of (i) the Will and (ii) letters testamentary
appointing Bethel J. Schneebeck, David E.
<PAGE> 8
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Schneebeck and Judith S. Bensinger as the Personal Representatives of the Estate
have been delivered by the Estate to the Purchasers.
SECTION 4.02. Preferred Shares. As of the date of this Agreement, the 3,250
Preferred Shares owned by the Estate are convertible at the option of the Estate
into an aggregate of 613,207 fully paid and nonassessable shares of Common
Stock, free and clear of all Encumbrances. Upon consummation of the transactions
contemplated by this Agreement, the 3,250 Preferred Shares owned by the Estate
will be convertible at the option of the Purchasers into shares of fully paid
and nonassessable shares of Common Stock, free and clear of all Encumbrances, in
the number certified by the Company on or prior to Closing pursuant to Section
7.02(i), which number shall not be less than 600,000.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
As an inducement to the Sellers to enter into this Agreement, each of the
Purchasers hereby represents and warrants to the Sellers as follows:
SECTION 5.01. Authorization, Execution and Delivery by the Purchasers. The
execution and delivery of this Agreement by such Purchaser, the performance by
such Purchaser of its obligations hereunder and the consummation by such
Purchaser of the transactions contemplated hereby have been duly authorized by
all requisite action on the part of such Purchaser. This Agreement has been duly
executed and delivered by such Purchaser, and (assuming due authorization,
execution and delivery by the Sellers) this Agreement constitutes a legal, valid
and binding obligation of such Purchaser enforceable against such Purchaser in
accordance with its terms. In the case of Questor Partners and Questor SBS, such
Purchaser is a limited partnership duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all necessary corporate
power and authority to enter into this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby.
SECTION 5.02. No Conflict. Assuming compliance with the notification
requirements of the HSR Act and the making and obtaining of all filings,
notifications, consents, approvals, authorizations and other actions referred to
in Section 5.03, except as may result from any facts or circumstances relating
solely to the Sellers, the execution, delivery and performance of this Agreement
by such Purchaser do not and will not (a) conflict with or violate any Law or
Governmental Order applicable to such Purchaser, (b) conflict with or violate
any of the constitutive documents of such Purchaser, if such Purchaser is not a
natural person or (c) conflict with, or result in any breach of, constitute a
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default (or event which with the giving of notice or lapse or time, or both,
would become a default) under, require any consent under, or give to others any
rights of termination, amendment, acceleration or suspension of, or result in
the creation of any Encumbrance on any of the assets or properties of such
Purchaser pursuant to, any note, bond, mortgage, contract, agreement, lease,
license or other instrument or arrangement to which such Purchaser is a party or
by which any of such assets or properties are bound or affected which would have
a material adverse effect on the ability of such Purchaser to consummate the
transactions contemplated by this Agreement.
SECTION 5.03. Governmental Consents and Approvals. The execution, delivery
and performance of this Agreement by such Purchaser do not and will not require
any consent, approval or other order of, action by, filing with, or notification
to, any Governmental Authority, except the notification requirements of the HSR
Act.
SECTION 5.04. Investment Purpose. Such Purchaser is acquiring the Shares
solely for the purpose of investment and not with a view to, or for offer or
sale in connection with, any distribution thereof.
SECTION 5.05. Brokers. Except for Furman Selz, no broker, finder or
investment banker is entitled to any brokerage, finder's or other fee or
commission in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of such Purchaser. Such Purchaser
shall be solely responsible for payment of the fees and expenses of Furman Selz.
ARTICLE VI
ADDITIONAL AGREEMENTS
SECTION 6.01. Consents; Releases. (a) Each of the Sellers shall use its
reasonable best efforts to obtain all authorizations, consents, orders and
approvals of all Governmental Authorities and officials (including, if
necessary, the Probate Court) that may be or become necessary for its execution
and delivery of, and the performance of its obligations pursuant to, this
Agreement and will cooperate fully with the Purchasers in promptly seeking to
obtain all such authorizations, consents, orders and approvals. Each party
hereto agrees to supply as promptly as practicable to the appropriate
Governmental Authorities any information and documentary material that may be
required pursuant to the HSR Act.
(b) Each Seller shall give promptly such notices to third parties,
including, if necessary, beneficiaries under the Will, and shall use its
reasonable best efforts to obtain
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(i) the release of all Encumbrances on the Shares and (ii) such third party
consents, in each case as the Purchasers may in their sole discretion deem
necessary or desirable in connection with the transactions contemplated by this
Agreement. The Purchasers shall cooperate with the Sellers in giving such
notices and obtaining such releases and consents; provided, however, that the
Purchasers shall have no obligation to give any guarantee or other consideration
of any nature in connection with any such notice, release or consent or to
consent to any change in the terms of any agreement or arrangement which the
Purchasers in their sole discretion may deem adverse to the interests of the
Purchasers. The Sellers know of no reason why all the consents, approvals and
releases necessary for the consummation of the transactions contemplated hereby
will not be received. Each Seller hereby waives any and all rights and claims
that such Seller may have or acquire, as a direct or contingent beneficiary of
the Estate, under any applicable community property laws or otherwise, to object
to the transactions contemplated by this Agreement or to claims any interest in
the Shares inconsistent with this Agreement.
SECTION 6.02. Access to Information. From the date hereof until the
Closing, upon reasonable notice, each Seller shall, as a shareholder of the
Company (and, in the case of Peter B. Bensinger, as a director of the Company
(subject to his fiduciary duties as a director)), request the Company and the
Company's officers, directors, employees, agents, representatives, accountants
and counsel to: (i) afford the officers, employees and authorized agents or
representatives of the Purchasers reasonable access, during normal business
hours, to the properties and books and records of the Company and to Company
officers, directors and employees; and (ii) furnish to the officers, employees
and authorized agents or representatives of the Purchasers such additional
information regarding the Company and its business as the Purchasers may
reasonably request.
SECTION 6.03. Confidentiality. Each Seller agrees to, and shall cause its
agents, representatives, affiliates, employees, officers and directors to treat
and hold as confidential (and not disclose or provide access to any Person to)
all confidential information relating to the Company and its business; provided,
however, that this sentence shall not apply to any information that, at the time
of disclosure, is available publicly and was not disclosed in breach of this
Agreement by such Seller, its agents, representatives, affiliates, employees,
officers or directors. Each Seller agrees and acknowledges that remedies at law
for any breach of its obligations under this Section 6.03 are inadequate and
that in addition thereto the Purchasers shall be entitled to seek equitable
relief, including injunction and specific performance, in the event of any such
breach. Confidential information made available to the Purchasers by the Sellers
prior to the date hereof pursuant to the terms of the confidentiality agreement
dated March __, 1998 between First San Francisco Corporation and Questor
Management Company will be held in confidence by the Purchasers in accordance
with such agreement; such agreement shall not apply to information otherwise
obtained by the Purchasers or information obtained after the date of this
Agreement.
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SECTION 6.04. Notice of Developments. Prior to the Closing, each Seller
shall promptly notify the Purchasers in writing of (i) all facts and
circumstances arising subsequent to the date of this Agreement which could
result in any breach of a representation or warranty or covenant of such Seller
in this Agreement and (ii) all other material developments that come to the
knowledge of such Seller affecting the Company or its business (subject, in the
case of Peter B. Bensinger, to his fiduciary duties and other legal obligations
as a director of the Company).
SECTION 6.05. No Solicitation or Negotiation. Each Seller agrees that
between the date of this Agreement and the earlier of (i) the Closing and (ii)
the termination of this Agreement, neither such Seller nor any of its
representatives or agents will (a) solicit, consider, encourage or accept any
other proposals from any Person relating to any acquisition of all or any
portion of the Shares or other capital stock or assets of the Company (subject,
in the case of Peter B. Bensinger, to his fiduciary duties as a director of the
Company), or (b) participate in or facilitate any discussions or negotiations
regarding any of the foregoing. Each Seller immediately shall cease and cause to
be terminated all existing discussions and negotiations with any Persons
conducted heretofore with respect to any of the foregoing. Each Seller hereby
assigns to the Purchasers, effective as of the Closing, the benefit of any
confidentiality or non-disclosure obligations on the part of third parties that
such parties have entered into with such Seller in connection with potential
purchases of Shares by such third parties or other similar transactions, to the
extent that such agreements are assignable by such Seller.
SECTION 6.06. Registration Rights. To the extent that any Seller has any
assignable registration rights with respect to any of the Shares, each Seller
hereby assigns to the Purchasers, effective as of the Closing, the benefit of
any such registration rights.
SECTION 6.07. Conveyance Taxes. Each Seller shall be liable for and shall
hold the Purchasers harmless against any transfer, recording, registration or
similar taxes or fees that become payable in connection with the transactions
contemplated by this Agreement, and shall file such applications and documents
as shall permit any such tax to be timely assessed and paid.
SECTION 6.08. Representations and Warranties. The representations and
warranties of the Sellers contained in this Agreement shall survive the Closing
until the second anniversary of the Closing Date; provided, however, that the
representations and warranties in Sections 3.01, 3.02 and 4.02 shall survive the
Closing without limit. The Purchasers, their affiliates and their successors and
assigns, and the officers, directors, employees and agents of the Purchasers,
their affiliates and their successors and assigns shall be indemnified and held
harmless by each Seller, severally and not jointly, for any and all Liabilities,
losses, damages, claims, diminution in value, costs and expenses, interest,
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awards, judgments and penalties (including, without limitation, attorneys' and
consultants' fees and expenses) actually suffered or incurred by them
(including, without limitation, any Action brought or otherwise initiated by any
of them), arising out of or resulting from the breach of any representation or
warranty made by such Seller contained in this Agreement or the breach of any
covenant or agreement by such Seller contained in this Agreement.
SECTION 6.09. Power of Attorney. Each Seller other than Peter B. Bensinger
hereby constitutes and appoints Peter B. Bensinger with full power to act in all
respects hereunder in his sole discretion, the true and lawful attorney-in-fact
(the "Attorney-in-Fact") of such Seller with full power and authority to act in
the name of, for and on behalf of such Seller, with respect to all matters
arising in connection with the sale by such Seller of Shares pursuant to this
Agreement. The power and authority granted to the Attorney-in-Fact under this
Section 6.09 shall include, but not be limited to, the power and authority to
take any and all of the following actions:
(a) To transfer and deliver, or procure the transfer and
delivery of, such Seller's Shares to the Purchasers at the Closing;
(b) If necessary, to endorse or cause the endorsement of (in
blank or otherwise) on behalf of such Seller the certificate or
certificates representing the Shares to be sold by such Seller, or a
stock power or powers attached to such certificate or certificates;
(c) To make, execute, acknowledge and deliver all such
contracts, orders, receipts, notices, requests, instructions,
certificates and other documents and in general to do all things and to
take all actions which the Attorney-in-Fact in its sole discretion may
reasonably consider necessary or desirable in connection with or to
carry out the transactions contemplated by this Agreement, as fully as
could such Seller if personally present and acting; and
(d) Exercise such Seller's rights under Section 8.03 of this
Agreement.
All power and authority conferred hereby shall be irrevocable and shall not
be terminable by any act or deed of such Seller (or by any other Person), or by
the death or incapacity of such Seller, or by operation of law; or, if this
instrument is executed on behalf of a corporation or partnership, it shall not
be terminated by dissolution, winding-up or other event affecting the legal life
of such entity.
The Attorney-in-Fact shall not be liable to any Seller for any error of
judgment or for any act done or omitted or for any mistake of law or fact,
except for the Attorney-in-Fact's own gross negligence or wilful misconduct.
Each Seller hereby agrees
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to indemnify and hold harmless the Attorney-in-Fact from any and all loss,
damage or liability incurred by the Attorney-in-Fact in connection with its
actions as Attorney-in-Fact under this Agreement, as well as the cost and
expense of defending against any claim or liability hereunder as the same may be
incurred, provided that such loss, damage or liability is not attributable to
the Attorney-in-Fact's own gross negligence.
SECTION 6.10. W-9 Tax Forms. In order to document compliance with the
reporting and withholding provisions of the Tax Equity and Fiscal Responsibility
Act of 1982 with respect to the tranisactions contemplated hereby, each Seller
shall deliver to the Purchasers at or prior to the Closing a properly completed
and duly executed United States Treasury Department Form W-9 (or other
applicable form or statement specified by the Treasury Department regulations in
lieu thereof).
SECTION 6.11. Further Action. Each of the parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate action, do or
cause to be done all things necessary, proper or advisable under applicable Law,
and execute and deliver such documents and other papers, as may be required to
carry out the provisions of this Agreement and make effective the transactions
contemplated by this Agreement.
ARTICLE VII
CONDITIONS TO CLOSING
SECTION 7.01. Conditions to Obligations of the Sellers. The obligations of
the Sellers to consummate the transactions contemplated by this Agreement shall
be subject to the fulfillment, at or prior to the Closing, of each of the
following conditions:
(a) Representations, Warranties and Covenants. The
representations and warranties of the Purchasers contained in this
Agreement shall have been true and correct in all material respects
when made and shall be true and correct in all material respects as of
the Closing, with the same force and effect as if made as of the
Closing Date, other than such representations and warranties as are
made as of another date, which shall be true and correct in all
material respects as of such date, and the covenants and agreements
contained in this Agreement to be complied with by the Purchasers on or
before the Closing shall have been complied with in all material
respects, and the Sellers shall have received a certificate from the
Purchasers to such effect;
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(b) HSR Act. Any waiting period (and any extension thereof)
under the HSR Act applicable to the purchase of the Shares contemplated
hereby shall have expired or shall have been terminated;
(c) No Proceeding or Litigation. No Action shall have been
commenced by or before any Governmental Authority against any of the
Sellers or the Purchasers, seeking to restrain or materially and
adversely alter the transactions contemplated by this Agreement;
provided, however, that the provisions of this Section 7.01(c) shall
not apply if any Seller has directly or indirectly solicited or
encouraged any such Action; and
(d) Legal Opinion. The Sellers shall have received from each
of Shearman & Sterling, as counsel to the Questor Purchasers, and
William M. Curtis, as counsel to David T. O'Neal, Jr., a legal opinion,
addressed to the Sellers and dated the Closing Date, substantially in
the forms of Exhibit 7.01(d).
SECTION 7.02. Conditions to Obligations of the Purchasers. The obligations
of the Purchasers to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment, at or prior to the Closing, of each of the
following conditions:
(a) Representations, Warranties and Covenants. The
representations and warranties of the Sellers contained in this
Agreement shall have been true and correct in all material respects
when made and shall be true and correct in all material respects as of
the Closing with the same force and effect as if made as of the Closing
Date, other than such representations and warranties as are made as of
another date, which shall be true and correct in all material respects
as of such date, and the covenants and agreements contained in this
Agreement to be complied with by the Sellers on or before the Closing
shall have been complied with in all material respects, and the
Purchasers shall have received a certificate of each Seller to such
effect;
(b) HSR Act. Any waiting period (and any extension thereof)
under the HSR Act applicable to the purchase of the Shares contemplated
hereby shall have expired or shall have been terminated;
(c) No Proceeding or Litigation. No Action shall have been
commenced or threatened by or before any Governmental Authority against
any of the Sellers or the Purchasers, seeking to restrain or materially
and adversely alter the transactions contemplated by this Agreement;
provided, however, that the provisions of this Section 7.02(c) shall
not apply if any Purchaser has directly or indirectly solicited or
encouraged any such Action;
<PAGE> 15
14
(d) Authority of Estate. The Purchasers shall have received a
true and complete copy, certified by the Probate Court, of (i) the Will
and (ii) letters testamentary appointing Bethel J. Schneebeck, David E.
Schneebeck and Judith S. Bensinger as personal representatives of the
Estate;
(e) Consents, Approvals and Releases. The Purchasers and the
Sellers shall have received, each in form and substance satisfactory to
the Purchasers in their sole discretion, evidence of receipt of all
authorizations, consents, orders and approvals of all Governmental
Authorities and officials (including, if necessary, the Probate Court),
all releases of Encumbrances on the Shares and all third party
consents, which the Purchasers in their sole discretion deem necessary
or desirable for the consummation of the transactions contemplated by
this Agreement, including, without limitation, the consents and
releases of the U.S. Bank of Washington, Bellevue, Washington;
(f) Resignation of Peter Bensinger as Director of the Company.
The Board of Directors of the Company shall have received the
resignation, effective as of the Closing, of Peter Bensinger as a
director of the Company;
(g) Approval by the Board of Directors of the Company. The
Board of Directors of the Company shall have approved the transactions
contemplated by this Agreement, in form and substance reasonably
satisfactory to the Purchasers, and for purposes of Section 203 of the
Delaware General Corporation Law;
(h) Legal Opinions. The Purchasers shall have received from
each of Mills Meyers Swartling and Neal, Gerber & Eisenberg a legal
opinion, addressed to the Purchasers and dated the Closing Date,
substantially in the forms of Exhibit 7.02(h);
(i) Organizational Documents. The Purchasers shall have
received (i) a copy of the By-laws (or similar organizational
documents) of the Company, certified by the Secretary or Assistant
Secretary of the Company and (ii) a certificate of the Secretary or
Assistant Secretary of the Company confirming the number of Common
Shares that the Preferred Shares are convertible into at Closing, which
number shall have been agreed to by the Company's independent
accountants; and
(j) No Material Adverse Effect on Company. Since January 31,
1998, no event or events shall have occurred, or be reasonably likely
to occur, which, in the reasonable judgment of the Purchasers,
individually or in the aggregate, have had, or could have, a Material
Adverse Effect.
<PAGE> 16
15
ARTICLE VIII
TERMINATION AND WAIVER
SECTION 8.01. Termination. This Agreement may be terminated at any time
prior to the Closing:
(a) by the Purchasers if, between the date hereof and the time
scheduled for the Closing: (i) an event or condition occurs that, in
the reasonable judgment of the Purchasers, has resulted in or could be
expected to result in a Material Adverse Effect, (ii) any
representation or warranty of the Sellers contained in this Agreement
shall not have been true and correct in all material respects when
made, (iii) the Sellers shall not have complied in all material
respects with any covenant or agreement to be complied with by it and
contained in this Agreement; or (iv) any Seller or the Company (or any
subsidiary of the Company if such event could have a Material Adverse
Effect on the Company) makes a general assignment for the benefit of
creditors, or any proceeding shall be instituted by or against any
Seller, the Company (or any subsidiary of the Company if such event
could have a Material Adverse Effect on the Company) seeking to
adjudicate any of them a bankrupt or insolvent, or seeking liquidation,
winding up or reorganization, arrangement, adjustment, protection,
relief or composition of its debts under any Law relating to
bankruptcy, insolvency or reorganization; or
(b) by either the Sellers or the Purchasers if the Closing
shall not have occurred by June 12, 1998; provided, however, that the
right to terminate this Agreement under this Section 8.01(b) (i) shall
not be available to any party whose failure to fulfill any obligation
under this Agreement shall have been the cause of, or shall have
resulted in, the failure of the Closing to occur on or prior to such
date and (ii) shall not be available to any party if the failure of the
Closing to occur on or prior to such date is a result of the failure to
obtain the necessary approvals under the HSR Act on or prior to such
date; or
(c) by either the Purchasers or the Sellers in the event that
any Governmental Authority shall have issued an order, decree or ruling
or taken any other action restraining, enjoining or otherwise
prohibiting the transactions contemplated by this Agreement and such
order, decree, ruling or other action shall have become final and
nonappealable; or
(d) by the mutual written consent of the Sellers and the
Purchasers.
<PAGE> 17
16
SECTION 8.02. Effect of Termination. (a) In the event of termination of
this Agreement as provided in Section 8.01, this Agreement shall forthwith
become void and there shall be no liability on the part of either party hereto
except that nothing herein shall relieve either party from liability for any
breach of this Agreement.
(b) Notwithstanding the foregoing, if the Closing does not occur because of
the failure to satisfy the conditions to the Purchasers' obligations to effect
the Closing contained in Sections 7.02 (a), (d), (f) or (h), then the Sellers,
jointly and severally, shall reimburse the Purchasers for their costs and
expenses, including, without limitation, fees and disbursements of counsel,
incurred by the Purchasers in connection with the preparation, negotiation and
performance of this Agreement and the transactions contemplated hereby.
(c) Notwithstanding the foregoing, if the Closing does not occur because of
the failure to satisfy the conditions of the Sellers' obligations to effect the
Closing contained in Section 7.01(a) or (d), then the Purchasers, jointly and
severally, shall reimburse the Sellers for their costs and expenses, including,
without limitation, fees and disbursements of counsel, incurred by the Sellers
in connection with the preparation, negotiation and performance of this
Agreement and the transactions contemplated hereby.
SECTION 8.03. Waiver. Any party to this Agreement may (a) extend the time
for the performance of any of the obligations or other acts of the other party,
(b) waive any inaccuracies in the representations and warranties of the other
party contained herein or in any document delivered by the other party pursuant
hereto or (c) waive compliance with any of the agreements or conditions of the
other party contained herein. Any such extension or waiver shall be valid only
if set forth in an instrument in writing signed by the party to be bound
thereby. Any waiver of any term or condition shall not be construed as a waiver
of any subsequent breach or a subsequent waiver of the same term or condition,
or a waiver of any other term or condition, of this Agreement. The failure of
any party to assert any of its rights hereunder shall not constitute a waiver of
any of such rights.
ARTICLE IX
GENERAL PROVISIONS
SECTION 9.01. Expenses. Except as otherwise specified in this Agreement,
all costs and expenses, including, without limitation, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses, whether or not the Closing shall have
occurred.
<PAGE> 18
17
SECTION 9.02. Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by courier service, by cable, by telecopy, by telegram, by telex or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
9.02):
(a) if to the Sellers:
Peter B. Bensinger
Bensinger, DuPont and Associates
20 North Wacker Drive
Chicago, Illinois 60606
Telecopy: (312) 826-1061
with a copy to:
Neal, Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
Telecopy: (312) 269-1747
Attention: William M. Holzman, Esq.
(b) if to the Purchasers:
Questor Partners Fund, L.P.
Questor Side-by-Side Partners, L.P.
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
Telecopy: (302) 478-3667
Attention: Gilbert Warren
<PAGE> 19
18
with copies to:
Edward L. Scarff Shearman & Sterling
601 California Street 555 California Street,
Suite 1450 Suite 2000
San Francisco, CA 94104 San Francisco, CA 94108
Telecopy: (415) 989-2413 Telecopy: (415) 616-1199
Attention: Christopher D.
Dillon,Esq.
SECTION 9.03. Public Announcements. Except as may be required by applicable
law, no party to this Agreement shall make, or cause to be made, any press
release or public announcement in respect of this Agreement or the transactions
contemplated hereby or otherwise communicate with any news media without the
prior written consent of the other party, and the parties shall cooperate as to
the timing and contents of any such press release or public announcement.
SECTION 9.04. Headings. The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
SECTION 9.05. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in
order that the transactions contemplated hereby are consummated as originally
contemplated to the greatest extent possible.
SECTION 9.06. Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
thereof and supersede all prior agreements and undertakings, both written and
oral, between the Sellers and the Purchasers with respect to the subject matter
hereof and thereof.
SECTION 9.07. Assignment. This Agreement may not be assigned by operation
of law or otherwise without the express written consent of the Seller and the
Purchasers (which consent may be granted or withheld in the sole discretion of
the Seller or
<PAGE> 20
19
the Purchasers); provided, however, that the Purchasers may assign this
Agreement to affiliates of the Purchasers without the consent of the Sellers.
SECTION 9.08. No Third Party Beneficiaries. Except for the provisions of
Section 6.08, this Agreement shall be binding upon and inure solely to the
benefit of the parties hereto and their permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other Person any
legal or equitable right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
SECTION 9.09. Amendment. This Agreement may not be amended or modified
except (a) by an instrument in writing signed by, or on behalf of, the Sellers
and the Purchasers or (b) by a waiver in accordance with Section 8.03.
SECTION 9.10. Governing Law. This Agreement shall be governed by the laws
of the State of Delaware, excluding (to the greatest extent permissible by law)
any rule of law that would cause the application of the laws of any jurisdiction
other than the State of Delaware. All actions and proceedings arising out of or
relating to this Agreement shall be heard and determined in any Washington state
or federal court sitting in the City of Seattle and each party hereto hereby
consents to the jurisdiction of such courts for such purpose.
SECTION 9.11. Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate 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.
SECTION 9.12. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.
<PAGE> 21
20
IN WITNESS WHEREOF, the Sellers and the Purchasers have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.
ESTATE OF EDWIN J. SCHNEEBECK
By: /s/ Bethel J. Schneebeck
------------------------------------------------
Bethel J. Schneebeck, Personal Representative
By:/s/ David E. Schneebeck
------------------------------------------------
David E. Schneebeck, Personal Representative
By: /s/ Judith S. Bensinger
------------------------------------------------
Judith S. Bensinger, Personal Representative
/s/ Bethel J. Schneebeck
----------------------------------------------------
Bethel J. Schneebeck
/s/ David E. Schneebeck
------------------------------------------------
David E. Schneebeck
/s/ Troy Schneebeck
----------------------------------------------------
Troy Schneebeck
/s/ Timothy J. Schneebeck
----------------------------------------------------
Timothy J. Schneebeck
THE SCHNEEBECK FAMILY TRUST
By: /s/ Bethel J. Schneebeck
------------------------------------------------
Name: Bethel J. Schneebeck
Title:
<PAGE> 22
21
/s/ Judith S. Bensinger
-------------------------------------
Judith S. Bensinger
/s/ Peter B. Bensinger
-------------------------------------
Peter B. Bensinger
THE SCHNEEBECK FOUNDATION
By: /s/ Bethel J. Schneebeck
---------------------------------
Name: Bethel J. Schneebeck
-------------------------------
Title:
-------------------------------
QUESTOR PARTNERS FUND, L.P.
By: Questor General Partner, L.P.,
its general partner
By: Questor Principals, Inc.,
its general partner
By: /s/ Edward L. Scarff
---------------------------------
Name: Edward L. Scarff
Title: Principal
QUESTOR SIDE-BY-SIDE
PARTNERS, L.P.
By: Questor Principals, Inc.,
its general partner
By: /s/ Edward L. Scarff
-------------------------------------
Name: Edward L. Scarff
Title: Principal
/s/ David T. O'Neal, Jr.
-------------------------------------
David T. O'Neal, Jr.
<PAGE> 23
22
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
Seller
------ Shares of
Shares of Common Stock Shares of
Common Stock to be sold to Common Stock
to be Sold to Questor Side-by-Side to be sold to
David O'Neal Partners, L.P Questor Partners Fund, L.P.
------------ -------------- ---------------------------
<S> <C> <C> <C>
Estate of Edwin J. 74,074 95,095 382,685
Schneebeck
Bethel J. Schneebeck 172,141
Bethel J. Schneebeck (IRA) 24,583
David E. Schneebeck 180,214
Troy Schneebeck 966
Timothy J. Schneebeck 150,713
The Schneebeck
Family Trust 185,887
Judith S. Bensinger 145,499
Peter B. Bensinger 45,000
Peter B. Bensinger (IRA) 3,000
The Schneebeck Foundation
(Dr. Jean Kohler Memorial
Fund) 24,179
The Schneebeck Foundation 10,000
------------ ----------- ------------
Total 74,074 95,095 1,324,867
</TABLE>
<TABLE>
<CAPTION>
Column 4 Column 5 Column 6 Column 7
Seller
------ Shares of Shares of Total Shares
Preferred Stock Shares of Common Stock of
to be Sold to Preferred Stock into which Common
Questor Side-by-Side to be Sold to Preferred Stock Stock
Partners, L.P Questor Partners Fund, L.P is Convertible Owned and
-------------- -------------------------- --------------- to be Sold
-----------
<S> <C> <C> <C> <C>
Estate of Edwin J. 218 3,032 613,207 1,165,061
Schneebeck
Bethel J. Schneebeck 172,141
Bethel J. Schneebeck (IRA) 24,583
David E. Schneebeck 180,214
Troy Schneebeck 966
Timothy J. Schneebeck 150,713
The Schneebeck
Family Trust 185,887
Judith S. Bensinger 145,499
Peter B. Bensinger 45,000
Peter B. Bensinger (IRA) 3,000
The Schneebeck Foundation
(Dr. Jean Kohler Memorial
Fund) 24,179
The Schneebeck Foundation 10,000
--------------- ----------- ---------- ------------
Total 218 3,032 613,207 2,107,243
</TABLE>
