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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Metal Management, Inc.
(formerly General Parametrics Corporation)
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
591097100
(CUSP Number)
Gerard M. Jacobs, T. Benjamin Jennings; c/o Gerard M. Jacobs
7600 Augusta St., River Forest, IL 60305
(708) 366-1939
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange 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).
<PAGE> 2
SCHEDULE 13D
CUSP NO. 591097100 PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerard M. Jacobs
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF and OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 710,000 shares(1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 710,000 shares(1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,000 shares(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.97%
14 TYPE OF REPORTING PERSON*
IN
(1) Includes option to purchase 200,000 shares exercisable by the Reporting
Person within 60 days. See Item 5 below.
2
<PAGE> 3
SCHEDULE 13D
CUSP NO. 591097100 PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
T. Benjamin Jennings
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF and OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 710,000 shares(1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 710,000 shares(1)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,000 shares(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.97%
14 TYPE OF REPORTING PERSON*
IN
(1) Includes option to purchase 200,000 shares exercisable by the Reporting
Person within 60 days. See Item 5 below.
3
<PAGE> 4
Item 1. Security and Issuer
This statement relates to shares of Common Stock, $.01 par
value per share (the Shares"), of Metal Management, Inc. (formerly General
Parametrics Corporation), a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 101 West Grand Avenue, Chicago,
Illinois 60610.
Item 2. Identity and Background
A Schedule 13D dated July 26, 1995 was filed with the
Securities and Exchange Commission (the "Commission") by Gerard M. Jacobs, Louis
D. Paolino, Jr. and T. Benjamin Jennings. Such Schedule 13D reported the
beneficial ownership of an aggregate of 1,150,000 Shares by Messrs. Jacobs,
Jennings and Paolino. The Share ownership was as follows: 450,000 Shares
(Jennings), 450,000 Shares (Jacobs) and 250,000 Shares (Paolino). Additionally,
such Schedule 13D indicated that such persons held the Shares as a group (the
"Original Group"), within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934.
On January 4, 1996, Blue Bird Partners, a general partnership
of which the two general partners are charitable remainder unit trusts of which
Mr. Paolino is the trustee and the record holder of the Shares beneficially
owned by Mr. Paolino, entered into an agreement to sell 250,000 Shares held by
it (the "Paolino Shares") to several investors, including Messrs. Jacobs and
Jennings (the "Share Transfer Agreement"), which sale was completed on July 31,
1996. Pursuant to the Share Transfer Agreement, Messrs. Jennings and Jacobs
purchased an aggregate of 60,000 Shares each at a purchase price of $3.20 per
Share, which was paid in cash. Blue Bird sold the remaining 130,000 of such
250,000 Shares to certain shareholders or officers of EMCO Recycling Corp.
("EMCO"), a wholly-owned subsidiary of the Company. The Paolino Shares and the
consideration paid by the purchasers were held in escrow from the date of the
Share Transfer Agreement until the closing of the transaction pursuant to an
Escrow Agreement effective January 4, 1996. None of the other purchasers of the
Paolino Shares are acting together or with Messrs. Jacobs and Jennings for
purposes of acquiring, holding or voting Shares.
In connection with the Share Transfer Agreement, Blue Bird
Partners granted Messrs. Jacobs and Jennings a Proxy to vote all 250,000 Shares
in favor of certain matters considered by the Company's stockholders at its 1996
Annual Meeting of Stockholders held on April 9, 1996.
The Share Transfer Agreement, Escrow Agreement and the Proxy
are filed as exhibits to this amendment under Item 7 hereof.
Additionally, pursuant to the Share Transfer Agreement, Mr.
Paolino resigned from the Company's Board of Directors on January 4, 1996. As a
result of the Share Transfer Agreement and the transactions contemplated
thereby, this Amendment to Schedule 13D is being filed in order to disclose the
completion of the sale of the Paolino Shares and the fact that, effective
January 4, 1996, Mr. Paolino ceased to be a member of the Original Group with
respect to which the Schedule 13D was originally filed. The information set
forth in the remainder of this Item 2 relates only to Messrs. Jacobs and
Jennings (the "Group").
Page 4 of 9 Pages
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Although the following persons presently intend to act
together for the purposes of acquiring, holding and voting Shares, each has
retained the sole power to vote or dispose of the Shares which he owns of
record, including the Paolino Shares purchased by him. During the last five
years, neither of such persons (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was 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. Both of such persons are citizens of the United
States of America. The name, residence or business address and principal
occupation or employment of each of such persons is as follows:
(a) Gerard M. Jacobs
7600 Augusta Street
River Forest, Illinois 60305
Chief Executive Officer and President of
Metal Management, Inc., Chicago, IL
(b) T. Benjamin Jennings
12 Country Lane
Northfield, IL 60093
Chairman of the Board of Directors and Chief Development
Officer of Metal Management, Inc., Chicago, IL
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds used to purchase the 1,150,000 Shares
originally purchased by Messrs. Jacobs and Jennings and Blue Bird Partners was a
total of $2,300,000 or $2.00 per Share. Each of such persons or entities paid a
pro rata share of the total purchase price, based upon the number of Shares
acquired by such person or entity. Each of Mr. Jacobs and Mr. Jennings used his
own personal funds and funds that he obtained as a result of borrowing through a
margin account with a brokerage firm in purchasing 450,000 Shares each. Blue
Bird Partners used funds of the trusts of which Louis D.
Paolino, Jr. is trustee in purchasing the 250,000 Shares.
Each of Messrs. Jacobs and Jennings paid a total of $192,000,
or $3.20 per Share, for the 60,000 Shares that each purchased from Blue Bird
Partners pursuant to the Share Transfer Agreement. Each of Messrs. Jacobs and
Jennings used his own personal funds and funds that he obtained as a result of
borrowing through a margin account with a brokerage firm in purchasing such
numbers of Shares from Blue Bird Partners.
Item 4. Purpose of the Transaction
Messrs. Jacobs and Jennings and Blue Bird Partners originally
acquired the 1,150,000 Shares for investment purposes. On July 24, 1995, Messrs.
Jacobs and Jennings and Blue Bird Partners
Page 5 of 9 Pages
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delivered a written request to the Company to hold a Special Meeting of
Stockholders on August 30, 1995 (the "Special Meeting") in order to propose the
removal of four out of five of the Company's then directors and to elect four
replacement directors nominated by Messrs. Jacobs and Jennings and Blue Bird
Partners. As required by the Company's Bylaws, the Company called the Special
Meeting on such date and for such purpose. At a Board meeting on July 27, 1995,
two members of the Company's Board, J. Thomas Bentley and Luther J. Nussbaum,
resigned as directors. At the Special Meeting on August 30, 1995, then directors
Herbert B. Baskin and Victor D. Poor were removed by the stockholders and the
slate proposed by Messrs. Jacobs and Jennings and Blue Bird Partners (consisting
of Messrs. Jacobs and Jennings, Louis D. Paolino and Xavier Hermosillo) was
elected to the Board to fill the vacancies created by such resignations and
removals. Eugene T. Sanders, a previously elected director, remained on the
Board after the August 30, 1995 stockholders' meeting. Messrs. Sanders and
Paolino subsequently resigned on October 11, 1995 and January 4, 1996,
respectively.
In SEC filings and at the Special Meeting, Messrs. Jacobs and
Jennings advised the Company's stockholders that the newly elected Board would
cause the Company to actively pursue acquisitions and mergers in unrelated
fields, including, but not limited to, scrap metal recycling and/or
telecommunications. Messrs. Jacobs and Jennings also advised stockholders at the
Special Meeting that, although the new Board had not developed any plans with
regard to the Company's then current business, the new Board would attempt to
improve the Company's marketing activities and review the Company's then current
dividend policy in order to consider whether or not the amount thereof should
remain the same or be reduced or eliminated. On August 30, 1995, the Board
elected to terminate payment of the Company's dividend.
In October 1995, Messrs. Jacobs and Jennings met with
representatives of EMCO to discuss a proposed acquisition of EMCO by the
Company. Following such meeting, Messrs. Jacobs and Jennings met with the EMCO
shareholders in Phoenix, Arizona on October 20 and October 21, 1995, to discuss
the possible acquisition of all of EMCO's Common Stock by the Company. These
discussions led to the execution of a preliminary "merger term sheet" on October
21, 1995, whereby all shareholders of EMCO agreed to sell their outstanding
shares to the Company. Also, in October 1995, the new Board elected to
discontinue a portion of the Company's electronic presentation products and
recorded restructuring costs of approximately $1.4 million and a special charge
of $716,000 for the repositioning of its color printer products. Messrs. Jacobs
and Jennings met with the EMCO shareholders again on November 28, 1995 through
December 1, 1995 in Phoenix, Arizona, to negotiate the terms of a definitive
agreement. On December 1, 1995, a merger agreement was executed and delivered by
the Company, GPAR Merger, Inc., a wholly-owned subsidiary of the Company
("Sub"), and the EMCO shareholders (the "Merger Agreement"), subject to the
Company's and EMCO's board approval. The Merger Agreement was later amended
effective March 7, 1996.
On January 5, 1996, the Company held a meeting of the Board of
Directors (consisting of Messrs. Jennings, Jacobs and Hermosillo) at which the
Merger Agreement as previously executed by the Company was approved. Also at the
January 5, 1996 Board meeting, the Board of Directors amended the bylaws of the
Company in several respects, including (i) changing from a fixed range of
directors to a flexible number to be determined by the Board of Directors; and
(ii) adding requirements for advance notice to the Company of stockholder
proposals or stockholder nominees for election to the Board to be voted upon at
future stockholder meetings of the Company. At the Company's Annual Meeting of
stockholders held on April 9, 1996, the Company's stockholders approved the
Merger and
Page 6 of 9 Pages
<PAGE> 7
elected Donald F. Moorehead to the Board of Directors of the Company, among
other things. On April 11, 1996, the Company completed the merger of Sub with
and into EMCO and EMCO became a wholly-owned subsidiary of the Company (the
"Merger"). In the Merger, the outstanding shares of EMCO were converted into the
right to receive an aggregate of 3,500,000 shares of Common Stock of the
Company, warrants to purchase an aggregate of an additional 1,000,000 shares of
Common Stock of the Company and $1,150,000 in cash. Effective April 12, 1996,
the Company changed its name from "General Parametrics Corporation" to "Metal
Management, Inc." Following the closing of the Merger, the Board appointed
George O. Moorehead, Harold Rubenstein and Raymond Zack to the Board. The
completion of the Merger was reported on a Current Report on Form 8-K filed with
the Commission on April 26, 1996 and as amended on June 20, 1996.
As mentioned above, on January 4, 1996, Blue Bird Partners
entered into an agreement to sell 250,000 of its Shares to a group of investors,
including Messrs. Jennings and Jacobs at a purchase price of $3.20 per Share and
in connection therewith granted Messrs. Jennings and Jacobs a proxy to vote such
Shares in favor of the Merger and the other items acted upon at the Company's
1996 Annual Meeting of Stockholders held on April 9, 1996. Except as disclosed
above, neither of the persons named in Item 2 has any present plans or proposals
that relate to or would result in any of the actions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The number of Shares, and the percentage thereof of the total
number of Shares outstanding as of August 7, 1996, beneficially owned by each
person named in Item 2 is as follows:
<TABLE>
<CAPTION>
Name Number of Shares Percentage
- ------------------------------------------------------------------------------
<S> <C> <C>
Gerard M. Jacobs 710,000(1) 7.97%
T. Benjamin Jennings 710,000(1) 7.97%
</TABLE>
- --------------------------
(1) Consists of 510,000 Shares held of record by such person (sole voting
and dispositive power) and 200,000 Shares issuable upon exercise of
stock options within 60 days of the date of this Amendment to Schedule
13D (sole voting and dispositive power). Such stock option was granted
under the Company's 1995 Stock Plan to the Reporting Person at a Board
meeting held on January 5, 1996, is fully vested and exercisable, has a
ten year term and an exercise price of $4.00 per Share.
Except as disclosed above, none of such persons has engaged in
any transaction in the Shares during the past sixty days.
Mr. Donald F. Moorehead purchased 250,000 Shares on July 17,
1995 in the same private transaction in which Messrs. Jacobs and Jennings and
Blue Bird Partners acquired the 1,150,000 Shares; however, Mr. Moorehead has
disclaimed membership in the group, if any, composed of the persons filing this
statement.
Page 7 of 9 Pages
<PAGE> 8
Effective January 4, 1996, Blue Bird Partners and Louis D.
Paolino have disclaimed membership in the group, if any, composed of the persons
filing this statement.
Item 6. Contracts, Arrangements or Understandings with Respect to
Securities of the Issuer
Except for the Share Transfer Agreement and the transactions
contemplated thereby, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of the securities of
the Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power or investment power over the securities of the
Company.
Item 7. Material to be Filed as Exhibits
(a) Specific Power of Attorney of Louis D. Paolino, Jr. (Filed
as exhibit to Schedule 13D dated July 26, 1995, filed with the Commission by
Gerard M. Jacobs, T. Benjamin Jennings and Louis D. Paolino, Jr.).
(b) Merger Agreement dated as of December 1, 1995 and as
amended through March 7, 1996 between the Company, GPAR Merger, Inc., EMCO
Recycling Corp. and the direct and indirect beneficial owners of EMCO's Common
Stock. (See Appendix A to Joint Proxy Statement of the Company and EMCO, dated
March 8, 1996, filed with the Commission, which Appendix is incorporated herein
by reference.)
(c) Stock Purchase Agreement among Blue Bird Partners, Louis
D. Paolino, Jr., Gerard M. Jacobs and T. Benjamin Jennings dated January 4,
1996.
(d) Proxy dated January 4, 1996 from Blue Bird Partners to
Gerard M. Jacobs and T. Benjamin Jennings.
(e) Escrow Agreement dated as of January 4, 1996 by and
between Blue Bird Partners, T. Benjamin Jennings, Gerard M. Jacobs, Robert M.
Kramer & Associates P.C. and Wilson, Sonsini, Goodrich & Rosati.
(f) Agreement of T. Benjamin Jennings and Gerard M. Jacobs
that Schedule 13D Amendment is filed on behalf of both of them.
Page 8 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
September 4, 1996 /s/ Gerard M. Jacobs
-----------------------------------
Gerard M. Jacobs
September 4, 1996 /s/ T. Benjamin Jennings
-----------------------------------
T. Benjamin Jennings
Page 9 of 9 Pages
<PAGE> 10
EXHIBIT C
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is being entered into by
and between BLUE BIRD PARTNERS ("Seller"), LOUIS PAOLINO, JR. ("Paolino"), T.
BENJAMIN JENNINGS ("Jennings"), and GERARD M. JACOBS ("Jacobs"). For purposes of
this Agreement, Jennings and Jacobs are hereinafter collectively referred to an
"Buyer".
RECITALS
Seller is the owner of 250,000 shares of General Parametrics
corporation ("GPC") common stock ("Stock"). Seller is a Pennsylvania general
partnership having as its sole partners two charitable remainder trusts. Paolino
is the sole trustee of the two charitable remainder trusts, which are the
partners constituting the Seller. Paolino is a director of GPC. Jennings and
Jacobs are directors of GPC, Buyer, and Seller ("Group") have filed a Form 4
under the provisions of Rule 16-A(3) promulgated under the Securities Exchange
Act of 1934 ("Act") reflecting that the they are acting an a group and are
together, beneficial owners of more than ten (10%) percent of GPC's common
stock. Seller wishing to sell the Stock, and Buyer wishing to purchase the Stock
have entered into this Agreement. Paolino has entered into this Agreement to
withdraw as a member of the Group and resign as a director of GPC,
simultaneously with the execution of this Agreement.
AGREEMENT
NOW, THEREFORE, intending to be legally bound hereby, and in exchange
for the mutual covenants hereinafter contained, the parties agree as follows:
1. Sale. Seller hereby agrees to sell and Buyer hereby agrees to
purchase the Stock for a purchase price of $800,000. Seller shall deliver to
Buyer, the stock certificates evidencing the Stock ("Certificates"), duly
endorsed for transfer in blank and Buyer shall deliver to Seller the purchase
price of $800,000 ("Closing") on July 30, 1995 ("Closing Date"). Jacobs and
Jennings shall divide between then the Stock as they agree between themselves or
their designees.
2. Representations and Warranties. Blue Bird and Paolino hereby
represent and warrant to Buyer, that Blue Bird and Paolino are authorized to
deliver and execute this Agreement and that
<PAGE> 11
this Agreement in binding upon them. Blue Bird and Paolino further represent and
warrant that Blue Bird is the owner of the Stock and the Stock in not subject to
any security interests, pledges encumbrances or claims of third parties and will
not be subject to any of the above at or on the Closing Date.
3. Resignations. Paolino hereby resigns as a director of GPC. Jennings,
who is the President of GPC, shall cause Paolino's resignations to be entered
into the corporate books and records of GPC.
4. Form 4 Filing. Simultaneously with the execution of this Agreement,
Buyer and Seller shall file a Form 4 Under Rule 16A-3 of the Act stating that
(i) Paolino and Blue Bird are no longer part of the Jennings and Jacobs group
and (ii) is no longer a beneficial owner of 10% or more of the securities of
GPC.
5. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire
agreement with respect to the subject matter hereof and supersedes any and all
prior agreements, understandings, promises and representations made by either
party to the other concerning the subject matter hereof and the terms applicable
hereto. This Agreement may not be released, discharged, amended or modified in
any manner except by an instrument in writing signed by all parties.
(b) Severability. The invalidity or unenforceability of one or more
provisions of this Agreement shall not affect the validity or enforceability of
any of the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
(c) Construction. This Agreement shall be deemed to have been
entered into and shall be construed and enforced in accordance with the laws of
the Commonwealth of Pennsylvania, applicable to contracts made and to be
performed solely therein.
(d) Waivers. The failure of either party to insist, in any one or
more instances, upon the performance of any of the terms, covenants or
conditions of this Agreement and to exercise any rights hereunder shall not be
construed as a waiver or relinquishment of the future performance of any such
term, covenant or condition or the future exercise of such right, but the
obligations of the other party with respect to such future performance shall
continue in full force and effect.
-2-
<PAGE> 12
(e) Headings. The headings of the articles, sections and paragraphs
used in this Agreement are included for convenience only and are not to be used
in construing or interpreting this Agreement.
(f) Notices. Any notice or other communication required or
permitted under this Agreement shall be sufficiently made or given on the date
of receipt, if sent to such party by certified first class mail, postage
prepaid, or by commercial delivery service, return receipt requested and
delivery charge prepaid, addressed as follows:
If to Paolino: 3201 South 61st Street
Philadelphia, PA 19153
If to Jennings: 12 Country Lane
Northfield, IL 60093
If to Jacobs: 7600 Augusta
River Forest, IL 60305
If to Blue Bird: 500 S. Mantua Avenue
Wenonah, NJ 08090
or to such other address as a party shall designate by written notice similarly
given, to the other parties.
(g) Successors and Assigns. This Agreement, and each and every
provision hereof, shall be binding upon and shall inure to the benefit of the
parties, and their successors and assigns.
(h) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall together constitute one and the same agreement.
(i) Drafting. The parties have participated jointly in the
negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted
jointly and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.
-3-
<PAGE> 13
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the date first above written.
Blue Bird Partners
By: Charitable Remainder
Unit Trust Number 1
By: /s/ Louis Paolino, Jr.
-------------------------------
Louis Paolino, Jr., Trustee
/s/ Louis Paolino, Jr.
-------------------------------
Louis Paolino, Jr.
/s/ Gerard Jacobs
-------------------------------
Gerard Jacobs
/s/ T. Benjamin Jennings
-------------------------------
T. Benjamin Jennings
-4-
<PAGE> 14
EXHIBIT E
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Agreement") is executed and delivered this 4th
day of January, 1996 by and between Blue Bird Partners, a Pennsylvania general
partnership ("Seller"), T. Benjamin Jennings ("Jennings"), Gerard M. Jacobs
("Jacobs"), Robert M. Kramer & Associates, P.C. ("RMK") and Wilson, Sonsini,
Goodrich & Rosati ("WSGR"). For purposes of this Agreement, Jennings and Jacobs
are hereinafter collectively referred to as "Buyer" and RMK and WSGR are
hereinafter collectively referred to as "Escrow Agents".
RECITALS
Seller, Buyer, and Louis Paolino, Jr. ("Paolino") have entered into a
Stock Purchase Agreement dated even date with this Agreement ("Stock Purchase
Agreement"). The Stock Purchase Agreement provides that on July 30, 1995, Seller
will sell to Buyer, in exchange for $800,000 ("Purchase Price"), 250,000 shares
of common stock in General Parametric Corporation ("Stock") which Seller owns.
Buyer and Seller have entered into this Agreement because they wish to escrow
the Purchase Price and Stock. Escrow Agents have entered into this Agreement as
an accommodation for their clients.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and intending to be legally bound hereby, the parties hereby
agree as follows:
1. Escrow of Stock. Simultaneously with the execution of this
Agreement, Seller has delivered to WSGR, share certificates evidencing the Stock
endorsed by Seller for transfer in blank ("Certificates"). WSGR acknowledges
receipt of the Certificates and agrees to hold the Certificates in escrow under
the terms of this Agreement. WSGR shall hold the certificates and keep them
safe. On July 31, 1995, WSGR shall deliver the Certificates to Buyer. Seller
hereby appoints WSGR as its attorney in fact to complete the assignment of Stock
on the back of the Certificates, as Buyer may direct.
<PAGE> 15
2. Purchase Price. Simultaneously with the execution of this Agreement,
Buyer has delivered to RMK $800,000 in good funds. RMK shall deposit the
$800,000 in an interest-bearing bank account with interest earned reportable
one-half to Seller and one-half to Buyer. For purposes of the Agreement, the
$800,000 received by RMK and all interest earned on such funds ("Interest") are
hereinafter referred to as the Escrowed Funds. On July 31, 1995, RMK shall
deliver from the Escrowed Funds (i) $800,000 and (ii) one-half of the Interest
to Seller and one-half of the Interest to Buyer.
3. Closing. Upon RMK's delivery of the Escrowed Funds to Seller and
WSGR's delivery of the Certificates to Buyer, Closing, as defined in the Stock
Purchase Agreement, will have occurred under the Stock Purchase Agreement.
4. Limitation of Liability. The Escrow Agents' duties and
responsibilities shall be limited to those expressly set forth in this
Agreement. The Escrow Agents are not principals, participants or beneficiaries
of any transaction underlying this Agreement and shall have no duty to inquire
beyond the terms and provisions of this Agreement. Escrow Agents shall not be
liable to anyone for damages, losses, costs, expenses or attorneys fees which
Escrow Agents may incur as a result of any act or omission of Escrow Agent,
except for Escrow Agents' own willful misconduct or negligence. Escrow Agents
are acting as an accommodation for the parties to this Agreement. Except for
damages, losses, costs, expenses or attorneys fees resulting from Escrow Agents'
negligence or willful misconduct, Escrow Agents may rely upon and shall not be
liable for acting or refraining from acting upon any written notice, instruction
or requester other paper furnished to Escrow Agents hereunder and reasonably
believed by Escrow Agents to be genuine, to have been signed or presented by the
proper party or parties and to conform to the provisions of this Agreement.
5. Information. RMK shall provide to Seller all information concerning
the Escrow Funds and statements received by RMK as are received by Seller. WSGR
shall provide to Buyer all information concerning the Certificates as are
requested by Buyer.
6. Resignation. Either Escrow Agent may, if either Escrow Agent elects
to do so, resign from acting as Escrow Agent at any time after three months from
the date of this Escrow Agreement. If RMK resigns, Seller shall appoint a
replacement Escrow Agent to serve in place of RMK. If WSGR resigns, Buyer shall
appoint a replacement Escrow Agent to serve in place of WSGR. An
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Escrow Agent may not resign until a successor escrow agent is appointed under
the terms of this Agreement.
7. Notices. All notices or other communications required or permitted
hereunder shall be in writing and may be given by depositing the same in United
States mail, addressed to the party to be notified postage prepaid and
registered or certified with return receipt requested, by overnight commercial
delivery service or by delivering the same in person to such party.
If to Paolino: 3201 South 61st Street
Philadelphia, PA 19153
If to Jennings: 12 Country Lane
Northfield, IL 60093
If to Jacobs: 7600 Augusta
River Forest, IL 60305
If to RMK: 1150 First Avenue, Suite 900
King of Prussia, PA 19406
If to WSGR: 650 Page Mill Road
Palo Alto, CA 94304-1050
or to such other address as a party shall designate by written notice, similarly
given, to the other parties. Notice shall be deemed given and effective the day
personally delivered, the day received by overnight commercial delivery service
and deposited in the U.S. mail addressed as above and sent first class mail,
certified, return receipt requested, when actually received. Any party may
change the address for notice by notifying the other parties of such change in
accordance with this Section 7.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Pennsylvania, without
giving effect to any choice or conflict of law provision or rule (whether of the
Commonwealth of Pennsylvania or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the Commonwealth of
Pennsylvania.
9. No Waiver. No delay of or omission in the exercise of any right,
power or remedy accruing to any party as a result of any breach or default by
any other party under this Agreement
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shall impair any such right, power or remedy, nor shall it be construed as a
waiver of or acquiescence in any such breach or default, or of or in any similar
breach or default occurring later; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach of default occurring before or
after that waiver.
10. Captions. The headings of this Agreement are inserted for
convenience only, shall not constitute a part of this Agreement or be used to
construe or interpret any provision hereof.
11. Severability. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, it shall, to the extent possible, be modified
in such manner as to be valid, legal and enforceable but so as most nearly to
retain the intent of the parties. If such modification is not possible, such
provision shall be severed from this Agreement. In either case the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby.
12. Construction. The parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local or
foreign statute shall be deemed to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise. The word
"including" means included, without limitation.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
Blue Bird Partners
By: Charitable Remainder
Unit Trust Number 1
By: /s/ Louis Paolino, Jr.
--------------------------------
Louis Paolino, Jr., Trustee
Robert M. Kramer & Assoc., P.C.
By: /s/ Robert M. Kramer
--------------------------------
Robert M. Kramer, President
Wilson, Sonsini, Goodrich & Rosati
By: /s/ Wilson Sonsini Goodrich & Rosati
--------------------------------
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EXHIBIT D
PROXY
The undersigned stockholder of General Parametrics Corporation, a
Delaware corporation (the "Company"), hereby appoints T. Benjamin Jennings and
Gerard M. Jacobs, and each of them, the attorneys-in-fact and proxies (the
"Proxies") of the undersigned, with full power of substitution and
resubstitution, to vote the 250,000 shares of capital stock of the Company
beneficially owned by the undersigned as evidenced by Share Certificate BFU 3867
(the "Shares"), and any and all other shares or securities issued or issuable in
respect thereof on or after the date hereof, with respect to all matters
presented to the stockholders of the Company for approval, including but not
limited to the proposed merger (the "Merger") of a subsidiary of the Company
with and into EMCO Recycling Corp. Upon the execution hereof, all prior proxies
given by the undersigned with respect to the Shares and any and all other shares
or securities issued or issuable in respect thereof on or after the date hereof
are hereby revoked, and no subsequent proxies will be given with respect to the
Shares.
The Proxies named above will be empowered at any time to exercise all
voting and other rights (including, without limitation, the power to execute and
deliver written consents with respect to the Shares) of the undersigned with
respect to the Shares at every meeting of the stockholders of the Company (and
every adjournment thereof) or by written consent in lieu of such a meeting, or
otherwise, to vote the shares in favor of approval of the Merger and other
actions and transactions to be presented to the stockholders of the Company at
the special meeting of stockholders currently expected to take place in February
1996 (including, without limitation, any amendment of the Company's Certificate
of Incorporation and/or bylaws).
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy shall be governed by the law of the State of Delaware.
Dated: January 4, 1996
Shareholder: Blue Bird Partners
/s/ Blue Bird Partners
---------------------------------
(Signature)
<PAGE> 20
EXHIBIT E
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Agreement") is executed and delivered this 4th
day of January, 1996 by and between Blue Bird Partners, a Pennsylvania general
partnership ("Seller"), T. Benjamin Jennings ("Jennings"), Gerard M. Jacobs
("Jacobs"), Robert M. Kramer & Associates, P.C. ("RMK") and Wilson, Sonsini,
Goodrich & Rosati ("WSGR"). For purposes of this Agreement, Jennings and Jacobs
are hereinafter collectively referred to as "Buyer" and RMK and WSGR are
hereinafter collectively referred to as "Escrow Agents".
RECITALS
Seller, Buyer, and Louis Paolino, Jr. ("Paolino") have entered into a
Stock Purchase Agreement dated even date with this Agreement ("Stock Purchase
Agreement"). The Stock Purchase Agreement provides that on July 30, 1995, Seller
will sell to Buyer, in exchange for $800,000 ("Purchase Price"), 250,000 shares
of common stock in General Parametric Corporation ("Stock") which Seller owns.
Buyer and Seller have entered into this Agreement because they wish to escrow
the Purchase Price and Stock. Escrow Agents have entered into this Agreement as
an accommodation for their clients.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and intending to be legally bound hereby, the parties hereby
agree as follows:
1. Escrow of Stock. Simultaneously with the execution of this
Agreement, Seller has delivered to WSGR, share certificates evidencing the Stock
endorsed by Seller for transfer in blank ("Certificates"). WSGR acknowledges
receipt of the Certificates and agrees to hold the Certificates in escrow under
the terms of this Agreement. WSGR shall hold the certificates and keep them
safe. On July 31, 1995, WSGR shall deliver the Certificates to Buyer. Seller
hereby appoints WSGR as its attorney in fact to complete the assignment of Stock
on the back of the Certificates, as Buyer may direct.
<PAGE> 21
EXHIBIT F
AGREEMENT
The undersigned individuals hereby agree that the Schedule 13D,
Amendment No. 1, of which this Exhibit F is a part, is filed on behalf of each
of them.
/s/ T. Benjamin Jennings
--------------------------------------
T. Benjamin Jennings
/s/ Gerard M. Jacobs
--------------------------------------
Gerard M. Jacobs
Date: September 4, 1996
