<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
Smith Corona Corporation
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per 831858-10-5
share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
George H. Hempstead, III, c/o Hanson Industries
99 Wood Avenue South, Iselin, New Jersey 08830 (908) 603-6600
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
June 5, 1995
- --------------------------------------------------------------------------
(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 [x].
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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
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<PAGE>
CUSIP No. 831858-10-5 13D
1 NAME OF REPORTING PERSON: HANSON PLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 14,480,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 14,480,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 14,480,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 831858-10-5 13D
1 NAME OF REPORTING PERSON: ARC LIMITED
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 14,480,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 14,480,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 14,480,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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CUSIP No. 831858-10-5 13D
1 NAME OF REPORTING PERSON: GOLD FIELDS AMERICAN CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 14,480,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 14,480,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 14,480,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 831858-10-5 13D
1 NAME OF REPORTING PERSON: CAVENHAM FOREST INDUSTRIES INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 14,480,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 14,480,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 14,480,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
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<PAGE>
CUSIP No. 831858-10-5 13D
1 NAME OF REPORTING PERSON: CAVENHAM ENERGY RESOURCES INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 14,480,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 14,480,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 14,480,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO<PAGE>
<PAGE>
CUSIP No. 831858-10-5 13D
1 NAME OF REPORTING PERSON: GOLD FIELDS MINING CORPORATION
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 14,480,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 14,480,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 14,480,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 831858-10-5 13D
1 NAME OF REPORTING PERSON: HANSON NATURAL RESOURCES COMPANY
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 14,480,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 14,480,000
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 14,480,000
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 48.0%
14 TYPE OF REPORTING PERSON: PN
<PAGE>
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Item 1. Security and Issuer.
-------------------
This Statement relates to the common stock, par value $0.01
per share ("Common Stock"), of Smith Corona Corporation, a Delaware
corporation (the "Company"). The address of the principal executive
office of the Company is 65 Locust Avenue, New Canaan, Connecticut
06840.
This Statement is being filed on behalf of Hanson PLC
("Hanson"), ARC Limited ("ARC"), Gold Fields American Corporation
("Gold Fields"), Cavenham Forest Industries, Inc. ("Cavenham Forest"),
Gold Fields Mining Corporation ("Gold Fields Mining"), Cavenham Energy
Resources Inc. ("Cavenham Energy") and Hanson Natural Resources
Company ("Hanson Resources"). Hanson, ARC, Gold Fields, Cavenham
Forest, Gold Fields Mining, Cavenham Energy and Hanson Resources are
hereinafter collectively referred to as the "Beneficial Owners".
Item 2. Identity and Background.
-----------------------
(a) - (c), (f) Hanson Resources, a Delaware general
partnership, is engaged principally in the business of holding
investments, including shares of the Common Stock. The general
partners of Hanson Resources are Gold Fields Mining, Cavenham Energy
and Cavenham Forest.
Gold Fields Mining, a Delaware corporation, is engaged
principally in the business of mining. Gold Fields Mining is a direct
wholly-owned subsidiary of Gold Fields, a Delaware corporation engaged
principally in the business of holding shares of its subsidiaries.
Cavenham Energy, a Delaware corporation, is principally
engaged in the business of gas and oil exploration. Cavenham Energy
is a direct wholly-owned subsidiary of Cavenham Forest, a Delaware
corporation principally engaged in the harvesting and sale of timber
and the manufacture of lumber. Cavenham Forest is an indirect wholly-
owned subsidiary of Gold Fields.
Gold Fields is an indirect wholly-owned subsidiary of ARC, a
corporation incorporated under the laws of England and principally
engaged in the production of aggregates, coated stone and concrete
products. ARC is a direct wholly-owned subsidiary of Hanson, a public
limited company incorporated in England.
Hanson is an industrial management company with operating
subsidiaries based principally in the United Kingdom and the United
States, employing approximately 51,000 people worldwide. In the
United Kingdom, Hanson's principal operating
NYFS02...:\13\51513\0220\1323\SCH6055T.490
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units are Imperial Tobacco Limited, which manufactures tobacco
products; ARC; and London Brick Company Limited and Butterley Brick
Limited, which produce clay bricks. In the United States, Hanson
PLC's principal operating units are Peabody Holding Company, Inc., its
subsidiaries and Lee Ranch Coal Company, which produce and market
coal; SCM Chemicals Inc., which produces titanium dioxide; Quantum
Chemical Company, which manufactures polyethylene and other industrial
chemicals; the Aggregates Group, which produces aggregates, sand and
gravel; Grove North America, which manufactures hydraulic life cranes;
Suburban Propane Company, which is engaged in the retail distribution
of propane gas; and Cavenham Forest. Other Hanson PLC operating units
mine coal and manufacture a wide range of chemical, building,
materials handling, industrial and consumer products in the United
Kingdom, the United States, Australia, South Africa and other
countries. In addition, Hanson has equity interests in a number of
public and private companies.
The principal business address of each of the Beneficial
Owners and the name, business address, principal occupation or
employment (including the name, principal business and address of any
corporation or organization, other than one of the Beneficial Owners,
in which such employment is conducted) and citizenship of each
director and executive officer of each of the Beneficial Owners is
listed on Schedule A.
(d) - (e) None of the Beneficial Owners and, to the best of
their knowledge, none of their respective directors and executive
officers listed on Schedule A has, during the last five years, (i)
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (ii) 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 activities
subject to, federal or state securities laws or finding any violation
of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction.
----------------------
On June 5, 1995, Hanson Resources granted certain rights
with respect to proceeds from the sale of the Common Stock held by it
to Jacuzzi Inc. ("Jacuzzi"), an indirect subsidiary of U.S.
Industries, Inc. ("USI"), pursuant to a proceeds participation
agreement (the "Proceeds Participation Agreement"), dated May 30,
1995, between Hanson Resources and USI American
<PAGE>
<PAGE>
Holdings, Inc. ("USIAH"), a subsidiary of USI and the parent
corporation of Jacuzzi. Jacuzzi assumed the rights and obligations of
USIAH under the Proceeds Participation Agreement on May 31, 1995.
Pursuant to the Proceeds Participation Agreement, Hanson
Resources granted Jacuzzi, as assignee of USIAH, the exclusive right
(the "Proceeds Right") to receive all sale proceeds, net of expenses,
from the sale by Hanson Resources of any or all of the shares of
Common Stock owned by it during the period from June 5, 1995 to June
5, 1996 (the "Term"). Jacuzzi paid Hanson Resources $14,480,000 (the
"SCC Amount") for the Proceeds Right. If, prior to the expiration of
the Term, Hanson Resources has not delivered sale proceeds at least
equal to the SCC Amount, Hanson Resources will pay Jacuzzi or its
permitted assignees an amount equal to the difference between the SCC
Amount and the aggregate sale proceeds delivered, plus interest.
The transfer of the Proceeds Right was consummated in
connection with the demerger (i.e., spin-off) of Hanson PLC's non-core
---
U.S. businesses to USI and its subsidiaries (the "Demerger"), as
announced by Hanson in February 1995. The Beneficial Owners intended
to sell the shares of Common Stock beneficially owned by them to USI
or its subsidiaries as part of the Demerger, but necessary consents
from the Company's bank lender and the Company (with respect to the
assignment of the SCC Agreement, as defined in Item 6 of this
Statement) were not obtained.
The Beneficial Owners presently intend to dispose of the
shares of Common Stock beneficially owned by them to an unaffiliated
third party, subject to obtaining an acceptable price and the
requisite consents. To date, the Beneficial Owners have engaged in
various discussions, although no definitive agreement has been
reached. There can be no assurance that a sale will be completed or,
if completed, as to the timing or terms thereof.
The Proceeds Participation Agreement is filed as an exhibit
to this Statement on Schedule 13D and is incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) (i) Hanson Resources may be deemed to be the beneficial
owner of 14,480,000 shares of Common Stock, which constitute
approximately 48.0% of the 30,250,000 shares of Common Stock reported
to be outstanding by the Company in its Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1995.
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<PAGE>
(ii) By virtue of its general partnership interest in
Hanson Resources, each of Gold Fields Mining, Cavenham Energy and
Cavenham Forest may be deemed to be, for purposes of this Schedule
13D, the beneficial owner of all of the shares of Common Stock
beneficially owned by Hanson Resources.
(iii) By virtue of its ownership of all of the
outstanding capital stock of Cavenham Energy, Cavenham Forest may be
deemed to be, for purposes of this Schedule 13D, the beneficial owner
of all of the shares of Common Stock beneficially owned by Cavenham
Energy.
(iv) By virtue of its ownership of all of the
outstanding capital stock of Gold Fields Mining and its indirect
ownership of all of the outstanding capital stock of Cavenham Forest,
Gold Fields may be deemed to be, for purposes of this Schedule 13D,
the beneficial owner of all of the shares of Common Stock beneficially
owned by Gold Fields Mining and Cavenham Forest.
(v) By virtue of its indirect ownership of all of the
outstanding capital stock of Gold Fields, ARC may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all of the
shares of Common Stock beneficially owned by Gold Fields.
(vi) By virtue of its ownership of all of the
outstanding capital stock of ARC, Hanson may be deemed to be, for
purposes of this Schedule 13D, the beneficial owner of all of the
shares of Common Stock beneficially owned by ARC.
(vii) Certain directors, executive officers and/or
employees of the Beneficial Owners may beneficially own shares of
Common Stock, directly or through individual employee savings plan
accounts. The Beneficial Owners disclaim beneficial ownership of such
shares.
(b) (i) Each of the Beneficial Owners other than Hanson
Resources, by virtue of its direct or indirect ownership of Hanson
Resources, is deemed to have, with Hanson Resources, shared power to
vote or to direct the vote and shared power to dispose or direct the
disposition of all shares of Common Stock beneficially owned by Hanson
Resources.
(ii) The Beneficial Owners have no power to vote,
direct the vote, dispose or direct the disposition of the shares of
Common Stock owned by the persons referred to in paragraph (a) other
than the Beneficial Owners.
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(c) None of the Beneficial Owners has effected any
transactions in the Common Stock during the past 60 days.
(d) The information set forth in response to Item 6 is
incorporated herein by reference.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
--------------------------------------------------------
with Respect to Securities of the Issuer.
----------------------------------------
Hanson Resources, as assignee of HM Holdings, and the
Company are parties to a Stockholder Agreement, dated as of June 2,
1989, as amended on May 21, 1991 (the "SCC Agreement"), providing for
certain rights and restrictions with respect to Hanson Resources'
ownership of Common Stock. Pursuant to a Consent and Amendment
Agreement, dated May 21, 1991, between the Company and HM Holdings,
the Company consented to the assignment by HM Holdings of its rights
under the SCC Agreement to Hanson Resources, and agreed that all
references in the SCC Agreement to HM Holdings be amended to refer to
Hanson Resources.
In the SCC Agreement, the Company agreed that, upon Hanson
Resources' request, the Company will use its best efforts to nominate
and cause the election to the Company's Board of Directors of (i) four
persons designated by Hanson Resources for so long as Hanson Resources
and its corporate affiliates own 38% or more, (ii) three persons
designated by Hanson Resources for so long as Hanson Resources and its
corporate affiliates own less than 38%, but more than 27%, (iii) two
persons designated by Hanson Resources for so long as Hanson Resources
and its corporate affiliates own less than 27%, but more than 16% and
(iv) one person designated by Hanson Resources for so long as Hanson
Resources and its corporate affiliates own less than 16%, but at least
5%, of the outstanding shares of Common Stock. Messrs. George H.
Hempstead, Craig C. Sergeant, Mark A. Alexander and John E. Lushefski
are the current designees of Hanson Resources serving on the Company's
Board of Directors. Hanson Resources has the right to propose for
election and/or to solicit proxies in favor of the election of any
number of directors of the Company, but has no present intention to
seek to have additional designees elected to the Board.
The Company also agreed in the SCC Agreement that upon the
request of Hanson Resources, the Company will cause up to two
registration statements to be filed with the SEC in order to permit
Hanson Resources or an affiliate to sell all or a portion of its
shares of Common Stock, provided that such shares constitute at least
10% of the outstanding shares of Common
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Stock. In addition, the Company agreed, if requested, to include some
or all shares of Common Stock owned by Hanson Resources or an
affiliate in any registration statement it otherwise files. The
Company and Hanson Resources also agreed to indemnify each other for
certain liabilities that may arise in connection with any such
registration statement.
Except for the agreements described or referred to in this
Item 6, Item 4 and the Group Agreement filed as Exhibit 1 to this
Statement on Schedule 13D, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the
Beneficial Owners, as named in Item 2, or between any of the
Beneficial Owners and any person, with respect to the securities of
the Company.
The information set forth in response to Item 4 is
incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
---------------------------------
The following are filed herewith as Exhibits to this
Schedule 13D:
1. Group Agreement, dated June 5, 1995.
2. Proceeds Participation Agreement, dated May 30, 1995,
between Hanson Natural Resources Company and USI
American Holdings, Inc.
3. Stockholder Agreement, dated as of June 2, 1989,
between HM Holdings, Inc. and Smith Corona Corporation.
4. Consent and Amendment Agreement, dated May 21, 1991,
between HM Holdings, Inc. and Smith Corona Corporation.
<PAGE>
<PAGE>
SIGNATURES
----------
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: June 9, 1995
HANSON PLC
ARC LIMITED
By: /s/ George H. Hempstead, III
-----------------------------
George H. Hempstead, III
Attorney-in-Fact
GOLD FIELDS AMERICAN CORPORATION
GOLD FIELDS MINING CORPORATION
CAVENHAM ENERGY RESOURCES INC.
CAVENHAM FOREST INDUSTRIES INC.
By: /s/ George H. Hempstead, III
----------------------------
George H. Hempstead, III
Vice President
HANSON NATURAL RESOURCES COMPANY
By its Partners:
GOLD FIELDS MINING CORPORATION
CAVENHAM ENERGY RESOURCES INC.
CAVENHAM FOREST INDUSTRIES INC.
By: /s/ George H. Hempstead, III
----------------------------
George H. Hempstead, III
Vice President
<PAGE>
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Schedule A
----------
1. HANSON PLC
Set forth below are the name, business address and position
with Hanson PLC ("Hanson") and the present principal occupation or
employment of each director, associate director and executive officer
(as defined in the regulations of the Securities and Exchange
Commission (the "Commission")) of Hanson. The principal business
address of Hanson is One Grosvenor Place, London, SW1X 7JH, England,
and unless otherwise indicated, the business address of each person
listed below is the aforesaid address. Each person listed below whose
name is followed by an asterisk is a citizen of the United Kingdom.
Alexander C. Notter is a citizen of Switzerland. All others are
citizens of the United States.
Position with Hanson
and Present Principal
Name and Business Address Occupation or Employment
------------------------- ------------------------
Lord Hanson* . . . . . . . . . . Chairman
Derek C. Bonham* . . . . . . . . Deputy Chairman, Chief
Executive Officer and
Director
Martin G. Taylor* . . . . . . . . Vice Chairman and Director
Anthony G.L. Alexander* . . . . . Chief Operating Officer
and Director
Christopher D. Collins* . . . . . Director
Anthony R. Cotton* . . . . . . . Director
Renison Goldfields
Consolidated Ltd.
Gold Fields House
24th Floor
1 Alfred Street
Sydney NSW 2000, Australia
Graham Dransfield* . . . . . . . Legal Director
The Hon. Robert W. Hanson* . . . Director
William M. Landuyt . . . . . . . Director; Chief Executive
Hanson Industries Officer of Hanson
99 Wood Avenue South Industries
Iselin, NJ 08830
Andrew J. H. Dougal* . . . . . . Finance Director
David H. Clarke . . . . . . . . . Non-Executive Director;
USI American Holdings, Inc. Chairman and Chief
101 Wood Avenue South Executive Officer of U.S.
Iselin, NJ 08830 Industries, Inc.
<PAGE>
<PAGE>
Schedule A
----------
Position with Hanson
and Present Principal
Name and Business Address Occupation or Employment
------------------------- ------------------------
Sir Christopher Harding MA* . . . Non-executive Director
BET Public Limited Company
Stratton House
Piccadilly
London W1X 6AS, England
The Rt. Hon. Kenneth Baker CH MP* Non-executive Director
c/o Hanson PLC
One Grosvenor Place
London SW1X 7JH, England
Sir David Hardy FCA* . . . . . . Non-executive Director
1 Appold Street
Broadgate
London EC2A 2HE, England
Simon L. Keswick* . . . . . . . . Non-executive Director
Matheson & Co. Limited
3 Lombard Street
London EC3V 9AQ, England
The Hon. Charles H. Price II . . Non-executive Director
Mercantile Bank of Kansas
City
Suite 300
One West Armour Blvd.
Kansas City, Missouri 64111
Jonathan Scott-Barrett* . . . . . Non-executive Director
Centaur Communications Limited
St. Giles House
50 Poland Street
London W1V 4AX, England
Ronald S. Fulford* . . . . . . . Senior Associate Director
Malcolm J. Ablett* . . . . . . . Associate Director
Mark A. Alexander . . . . . . . . Associate Director; Senior
Hanson Industries Vice President, Hanson
99 Wood Avenue South Industries
Iselin, New Jersey 08830
Anthony Branson* . . . . . . . . Associate Director;
Taxation Manager
George H. Hempstead, III . . . . Associate Director; Senior
Hanson Industries Vice President and General
99 Wood Avenue South Counsel of Hanson
Iselin, New Jersey 08830 Industries
<PAGE>
<PAGE>
Schedule A
----------
Position with Hanson
and Present Principal
Name and Business Address Occupation or Employment
------------------------- ------------------------
Robert E. Lee . . . . . . . . . . Associate Director; Senior
Hanson Industries Vice President and Chief
99 Wood Avenue South Operating Offier, Hanson
Iselin, New Jersey 08830 Industries
Karen B. Levy . . . . . . . . . . Non-Executive Associate
Director
Kenneth J. Ludlam* . . . . . . . Associate Director and
ChiefAccountant
R. Ian Menzies-Gow* . . . . . . . Associate Director
Alexander C. Notter . . . . . . . Associate Director
Hanson PLC
3 quai du Mont Blanc
CH-1201
Geneva, Switzerland
Craig C. Sergeant . . . . . . . . Associate Director; Group
Hanson Industries Vice President, Hanson
99 Wood Avenue South Industries
Iselin, New Jersey 08830
David J. Snowdon* . . . . . . . . Associate Director
Paul Spencer* . . . . . . . . . . Associate Director and
Treasurer (U.K.)
Christopher J. Thomas* . . . . . Associate Director
Peter J. Turner* . . . . . . . . Associate Director
John F. Whitehead* . . . . . . . Associate Director
Irl Engelhardt . . . . . . . . . Associate Director; Group
Peabody Holding Company, Inc. Vice President, Hanson
701 Market Street, Suite 700 Industries
St. Louis, Missouri 63101
John E. Lushefski . . . . . . . . Associate Director; Senior
Hanson Industries Vice President and Chief
99 Wood Avenue South Financial Officer, Hanson
Iselin, New Jersey 08830 Industries
George Robbins . . . . . . . . . Associate Director; Group
SCM Glidco Organics Vice President, Hanson
The Foot of West 61st Street Industries
Jacksonville, Florida 32208
Stephen Compson* . . . . . . . . Associate Director
Yvette M. Newbold* . . . . . . . Secretary
<PAGE>
<PAGE>
Schedule A
----------
Management of the United States operations of Hanson is
provided by Hanson Industries, a division of Tillotson Commercial
Motors Limited, a subsidiary of Hanson. Set forth below are the name,
business address and position with Hanson Industries and the present
principal occupation or employment of each director and executive
officer (as defined in the regulations of the Commission) of Hanson
Industries. The principal business address of Hanson Industries and
the business address of each of the persons listed below is 99 Wood
Avenue South, Iselin, New Jersey 08830, except for the Lord White of
Hull, whose principal business address is 410 Park Avenue, New York,
New York 10022. Each person listed below is a citizen of the United
States, except for the Lord White of Hull, who is a citizen of the
United Kingdom.
Position with Hanson Industries
and Present Principal
Name and Business Address Occupation or Employment
------------------------- ------------------------
The Lord White of Hull, KBE . Chairman
William M. Landuyt . . . . . Director, President and Chief
Executive Officer
George H. Hempstead, III . . Director, Senior Vice President
and General Counsel
Robert E. Lee . . . . . . . . Director, Senior Vice President
and Chief Operating Officer
Mark A. Alexander . . . . . . Director, Senior Vice President
John E. Lushefski . . . . . . Director, Senior Vice President
and Chief Financial Officer
Craig C. Sergeant . . . . . . Director, Group Vice President
Irl F. Engelhardt . . . . . . Director, Group Vice President
George W. Robbins . . . . . . Director, Group Vice President
Charles D. Carpenter . . . . Vice President - Deputy Chief
Financial Officer
A.M. (Mickey) Foster . . . . Vice President
Frank V. Lloyd . . . . . . . Vice President - Taxes
Peter J. Statile . . . . . . Vice President and Controller
Christine Wubbolding . . . . Treasurer
<PAGE>
<PAGE>
Schedule A
----------
2. ARC LIMITED
Set forth below are the name, business address and position
with ARC Limited ("ARC") and the present principal occupation or
employment of each director and executive officer of ARC. The
principal business address of ARC is The Ridge, Chipping Sodbury,
Bristol, Avon, BS17 6AY. Unless otherwise indicated, the business
address of each person listed below is the aforesaid address. Each
person listed below is a citizen of the United Kingdom.
Principal Occupation
Name Position or Employment
---- -------- --------------------
John C. Meins . . . Commercial Director Same
John Mortimer . . . Director Same
David J. Snowdon . Chief Executive See Part 1 of this
Schedule A
Peter J. Turner . . Director See Part 1 of this
1 Grosvenor Place Schedule A
London SW1X 7JH
England
Ian P. Tyler . . . Finance Director Same
3. GOLD FIELDS AMERICAN CORPORATION
Set forth below are the name, business address and position
with Gold Fields American Corporation ("Gold Fields") and present
principal occupation or employment of each director and executive
officer of Gold Fields. The principal business address of Gold Fields
and each person listed below, unless otherwise indicated is 99 Wood
Avenue South, Iselin, New Jersey 08830. Each person listed below is
a citizen of the United States.
Principal
Occupation
Name Position or Employment
---- -------- -------------
William M. Landuyt . . Director and See Part 1 of
President this Schedule A
George H. Hempstead, III Director, Senior See Part 1 of
Vice President and this Schedule A
Secretary
<PAGE>
<PAGE>
Schedule A
----------
Principal
Occupation
Name Position or Employment
---- -------- -------------
Robert E. Lee. . . . . . Director, Senior See Part 1 of
Vice President and this Schedule A
Chief Operating
Officer
John E. Lushefski Senior Vice See Part 1 of
President and Chief this Schedule A
Financial Officer
Francis V. Lloyd. . . . Vice President - See Part 1 of
Taxes this Schedule A
Peter J. Statile. . . . Vice President and See Part 1 of
Controller this Schedule A
Christine Wubbolding. . Treasurer See Part 1 of
this Schedule A
4. GOLD FIELDS MINING CORPORATION
Set forth below are the name, business address and position
with Gold Fields Mining Corporation ("Gold Fields Mining") and the
present principal occupation or employment of each director and
executive officer of Gold Fields Mining. The principal business
address of Gold Fields Mining is 1687 Cole Boulevard, Golden, Colorado
80401-3301. The principal business address of Mr. Kennedy is such
address; the principal business address of Messrs. Hempstead and
Alexander is 99 Wood Avenue South, Iselin, New Jersey 08830. Each
person listed below is a citizen of the United States.
Principal
Occupation
Name Position or Employment
---- -------- -------------
Mark A. Alexander . . . Director, President See Part 1 of
this Schedule A
George H. Hempstead, III Director, Vice See Part 1 of
President this Schedule A
Collon C. Kennedy . . . Director, Vice Same
President
<PAGE>
<PAGE>
Schedule A
----------
5. CAVENHAM ENERGY RESOURCES INC.
Set forth below are the name, business address and position
with Cavenham Energy Resources Inc. ("Cavenham Energy") and the
present principal occupation or employment of each director and
executive officer of Cavenham Energy. The principal business address
of Cavenham Energy is 1800 S.W. First Avenue, Suite 500, Portland,
Oregon 97201. The principal business address of each person listed
below, unless otherwise indicated, is the aforesaid address. Each
person listed below is a citizen of the United States.
Principal
Occupation
Name Position or Employment
---- -------- -------------
Russell A. Carson . . . Director, Chairman of Same
the Board, President
and Chief Executive
Officer
David E. Harris . . . . Director, Vice Same
President and Chief
Financial Officer
William E. Spencer . . Director, Vice Same
President and
Treasurer
William B. Freck . . . Director, Vice Same
President and
Secretary
George H. Hempstead, III Vice President See Part 1 of
99 Wood Avenue South this Schedule A
Iselin, NJ 08830
Collon C. Kennedy . . . Vice President and See Part 4 of
1687 Cole Boulevard Assistant Secretary this Schedule A
Golden, CO 80401-3301
6. CAVENHAM FOREST INDUSTRIES INC.
Set forth below are the name, business address and position
with Cavenham Forest Industries Inc. ("Cavenham Forest") and the
present principal occupation or employment of each director and
executive officer of Cavenham Forest. The principal business address
of Cavenham Forest is 1800 S.W. First Avenue, Suite 500, Portland,
Oregon 97201. The principal business address of each person listed
below, unless otherwise indicated, is the aforesaid address. Each
person listed below is a citizen of the United States.
<PAGE>
<PAGE>
Schedule A
----------
Principal
Occupation
Name Position or Employment
---- -------- ---------------
Russell A. Carson. . . Director, Chairman See Part 5 of
of the Board, this Schedule A
President and Chief
Executive Officer
David E. Harris. . . . Director, Vice See Part 5 of
President and Chief this Schedule A
Financial Officer
William B. Freck. . . . Director, Vice See Part 5 of
President and this Schedule A
Secretary
Lee T. Alford. . . . . Director, Vice Same
President
Richard E. Dahlin. . . Director, Vice Same
President
Craig C. Sergeant. . . Director, Vice See Part 1 of
President this Schedule A
George H. Hempstead, III Vice President See Part 1 of
this Schedule A
7. HANSON NATURAL RESOURCES COMPANY
Set forth below are the name, business address and position
with Hanson Natural Resources Company ("Hanson Resources") and the
present principal occupation or employment of each director and
executive officer of Hanson Resources. The principal business address
of Hanson Resources is Meadowood II Shopping Center, 2644 Capitol
Trail, Suite B-1, Newark, Delaware 19711. The principal business
address of each person listed below, unless otherwise indicated, is
Meadowood II Shopping Center, 2644 Capitol Trail, Suite B-1, Newark,
Delaware 19711. Each person listed below is a citizen of the United
States.
<PAGE>
<PAGE>
Schedule A
----------
Principal
Occupation
Name Position or Employment
---- -------- -------------
Russell A. Carson. . . Director, Co-Chief See Part 5 of
Gold Fields Mining Executive Officer this Schedule A
Corporation
1687 Cole Boulevard
Golden, CO 80401-3301
Craig C. Sergeant. . . Director See Part 1 of
Hanson Industries this Schedule A
99 Wood Avenue South
Iselin, NJ 08830
Peter B. Lilly. . . . . Director, Co-Chief Same
Executive Officer
Robert E. Lee. . . . . Vice President and See Part 1 of
Hanson Industries Chief Operating this Schedule A
99 Wood Avenue South Officer
Iselin, NJ 08830
John E. Lushefski . . . Vice President and See Part 1 of
Chief Financial this Schedule A
Officer
George H. Hempstead, III Vice President See Part 1 of
this Schedule A
Peter J. Statile. . . . Controller See Part 1 of
Hanson Industries this Schedule A
99 Wood Avenue South
Iselin, NJ 08830
<PAGE>
<PAGE>
EXHIBIT INDEX
-------------
Item No. Page No.
-------- --------
1 Group Agreement, dated June 5, 1995.
2 Proceeds Participation Agreement, dated
May 30, 1995, between Hanson Natural
Resources Company and USI American
Holdings, Inc.
3 Stockholder Agreement, dated as of June
2, 1989, between HM Holdings, Inc. and
Smith Corona Corporation.
4 Consent and Amendment Agreement, dated
May 21, 1991, between HM Holdings, Inc.
and Smith Corona Corporation.
<PAGE>
EXHIBIT 1
---------
AGREEMENT
---------
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the
joint filing on behalf of each of them of the Schedule 13D (and any
further amendment filed by them) with respect to the shares of the
Common Stock, $.01 par value, of Smith Corona Corporation.
Dated as of: June 5, 1995
HANSON PLC
ARC LIMITED
By: /s/ George H. Hempstead, III
-----------------------------------
George H. Hempstead, III
Attorney-in-Fact
GOLD FIELDS AMERICAN CORPORATION
GOLD FIELDS MINING CORPORATION
CAVENHAM ENERGY RESOURCES INC.
CAVENHAM FOREST INDUSTRIES INC.
By: /s/ George H. Hempstead, III
-----------------------------------
George H. Hempstead, III
Vice President
HANSON NATURAL RESOURCES COMPANY
By its Partners:
GOLD FIELDS MINING CORPORATION
CAVENHAM ENERGY RESOURCES INC.
CAVENHAM FOREST INDUSTRIES INC.
By: /s/ George H. Hempstead, III
------------------------------
George H. Hempstead, III
Vice President
NYFS02...:\13\51513\0220\1323\SCH6055T.490
<PAGE>
PROCEEDS PARTICIPATION AGREEMENT RELATING TO
THE STOCK OF SMITH CORONA CORPORATION
THIS AGREEMENT is made the 30th day of May, 1995
BETWEEN:
(1) HANSON NATURAL RESOURCES COMPANY, a Delaware corporation
("Seller"); and
(2) USI AMERICAN HOLDINGS, INC., a Delaware corporation
("Purchaser").
WHEREAS:
(A) Seller is the registered and beneficial owner of 14,480,000
shares (collectively, the "Sale Shares") of common stock,
par value $.01 per share, of Smith Corona Corporation (the
"Company").
(B) Seller wishes to sell and Purchaser wishes to purchase the
right to receive the proceeds from the sale of the Shares on
the terms and subject to the conditions of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. Grant of Proceeds Participation Right.
-------------------------------------
Subject to the terms and conditions of this Agreement,
Seller hereby sells and grants to Purchaser, and Purchaser hereby
purchases and accepts from Seller, effective upon the Closing (as
defined below), the exclusive and irrevocable right (the "Right")
to receive all Sale Proceeds (as defined below) from the sale by
Seller of any or all of the Shares during the period from the
Closing Date (as defined below), to June 5, 1996 (the "Term").
2. Consideration.
-------------
The total consideration for the sale and grant of the
Right (the "Consideration") shall be Fourteen Million Four
Hundred Eighty Thousand Dollars ($14,480,000) payable in cash at
the Closing.
NYFS02...:\13\51513\0220\1627\AGR5255R.41A
<PAGE>
<PAGE>
3. Closing.
-------
Subject to the satisfaction of each of the conditions
set forth in Section 4, the closing of the sale and purchase of
the Right hereunder (the "Closing") shall take place at the
offices of Weil, Gotshal & Manges, 767 Fifth Avenue, New York,
New York, 10153 (or at such other place as the parties may agree
in writing) at 10:00 a.m., New York City time, on June 5, 1995
(the "Closing Date"). At the Closing, Purchaser shall transfer
to Seller (to such account as shall be designated by Seller) the
Consideration in immediately available funds, and the Right shall
become effective.
4. Conditions of Closing.
---------------------
Purchaser's obligation to pay the Consideration and the
effectiveness of the Right are subject to the fulfillment, prior
to or at the Closing, of each of the following:
a. Hanson PLC shall have paid a stock dividend to its
shareholders consisting of all of the outstanding shares of
capital stock of Purchaser's parent, U.S. Industries, Inc.;
and
b. There shall not be in effect any injunction or
restraining order issued by a court of competent
jurisdiction barring the consummation of the sale and
purchase of the Right pursuant to this Agreement.
5. Obligation to Deliver Sale Proceeds.
-----------------------------------
If at any time during the Term Seller sells any of the
Shares, Seller shall deliver the Sale Proceeds applicable to such
Shares to Purchaser promptly following Seller's receipt thereof
upon completion of such sale (and in any event within five
business days after such receipt).
As used in this Agreement, the "Sale Proceeds" from the
sale of any Shares means the total consideration actually
received by Seller for such Shares, net of any applicable
underwriting or brokerage commissions, transfer taxes, stamp
duties and similar charges, and other reasonable costs of sale
(including reasonable attorney's fees and expenses) incurred by
Seller in connection with the sale of such Shares.
6. Right of Refund.
---------------
If, prior to expiration of the Term, Seller has not
delivered Sale Proceeds which, in the aggregate, are equal to or
exceed the Consideration, then immediately upon the expiration of
<PAGE>
<PAGE>
the Term Seller will refund to Purchaser an amount of cash equal
to the difference between the Consideration and the aggregate
Sale Proceeds delivered by Seller to Purchaser hereunder (the
"Refund Amount"), plus interest accruing on the Refund Amount
during the entire Term at the prime rate charged by Chemical Bank
to its corporate customers during such period.
7. Ownership of Shares During the Term.
-----------------------------------
It is understood and acknowledged that all times during
the Term, Seller shall continue to be the record and beneficial
owner of the Shares with full right, title and interest in and to
the Shares, including the right to receive any dividends,
distributions or payments made with respect to the Shares, and
the right to vote the Shares.
8. Arbitration.
-----------
Resolution of any and all disputes arising from or in
connection with this Agreement, whether based on contract, tort,
statute or otherwise, including, but not limited to, disputes
over arbitrability and disputes in connection with claims by
third parties (collectively, "Disputes") shall be exclusively
governed by and settled in accordance with the provisions of this
Section 8; provided, however, that nothing contained herein shall
-------- -------
preclude either party from seeking or obtaining (a) injunctive
relief or (b) equitable or other judicial relief to enforce the
provisions hereof or pending resolution of Disputes hereunder, to
preserve the status quo. Seller or Purchaser (each a "Party")
may commence proceedings hereunder by delivering a written notice
to the other Party providing reasonable description of the
Dispute to the other, and expressly requesting arbitration
hereunder. The parties hereby agree to submit all Disputes to
arbitration under the terms hereof, which arbitration shall be
final, conclusive and binding upon the parties, their successors
and assigns. The arbitration shall be conducted in New York City
by three arbitrators acting by majority vote (the "Panel")
selected by agreement of the Parties not later than ten (10) days
after delivery of the Demand or, failing such agreement,
appointed pursuant to the commercial arbitration rules of the
American Arbitration Association, as amended from time to time
(the "AAA Rules"). If an arbitrator so selected becomes unable
to serve, his or her successors shall be similarly selected or
appointed. The arbitration shall be conducted pursuant to the
Federal Arbitration Act and such procedures as the Parties may
agree, or, in the absence of or failing such agreement, pursuant
to the AAA Rules. Notwithstanding the foregoing: (i) each Party
shall have the right to audit the books and records of the other
Party that are reasonably related to the Dispute; (ii) each Party
shall provide to the other, reasonably in advance of any hearing,
<PAGE>
<PAGE>
copies of all documents which a Party intends to present in such
hearing; and (iii) each party shall be allowed to conduct
reasonable discovery through written requests for information,
document requests, requests for stipulation of fact and
depositions, the nature and extent of which discovery shall be
determined by the Panel, taking into account the needs of the
Parties and the desirability of making discovery expeditious and
cost effective. All hearings shall be conducted on an expedited
schedule, and all proceedings shall be confidential. Either
party may at its expense make a stenographic record thereof. The
Panel shall complete all hearings not later than ninety (90) days
after its selection or appointment, and shall make a final award
not later than thirty (30) days thereafter. The award shall be
in writing and shall specify the factual and legal basis for the
award. The Panel shall apportion all costs and expenses of
arbitration, including the Panel's fees and expenses and fees and
expenses of experts, between the prevailing and non-prevailing
Party as the Panel deems fair and reasonable. Notwithstanding
the foregoing, in no event may the Panel award multiple, punitive
or exemplary damages. Any arbitration award shall be binding and
enforceable against the parties hereto and judgment may be
entered thereon in any court of competent jurisdiction.
9. Miscellaneous.
-------------
9.1 No Impeachment. Neither of the parties hereto
--------------
shall impeach this Agreement on the grounds that any of the
Directors of Seller stand in any fiduciary position to Purchaser
or that any of the Directors of Purchaser stand in any fiduciary
position to Seller or that the Directors of either party do not
constitute an independent Board.
9.2 Assignments. Except as provided in this Section
-----------
9.2, neither party may assign or transfer any of its rights and
obligations under this Agreement without the prior written
consent of the other party. Notwithstanding the foregoing,
Seller acknowledges and agrees that Purchaser may assign its
rights and obligations under this Agreement to Jacuzzi, Inc. and
Jacuzzi, Inc. may assign such rights and obligations to JUSI
Holdings, Inc. or subsidiaries thereof, provided that such an
assignment or assignments shall have no effect on, and shall not
be deemed to constitute a release of Purchaser (or Jacuzzi, Inc.)
from, its obligations under this Agreement.
9.3 Governing Law; Counterparts. This Agreement
---------------------------
shall be governed by and construed in accordance with the
internal laws of the State of New York and may be executed in
more than one counterpart and by different parties of each
counterpart and all such counterparts when executed shall form
one and the same agreement.
<PAGE>
<PAGE>
AS WITNESS this Agreement has been signed by or on
behalf of each of the parties hereto.
HANSON NATURAL RESOURCES COMPANY
By its Partners:
GOLD FIELDS MINING CORPORATION
CAVENHAM FOREST INDUSTRIES, INC.
CAVENHAM ENERGY RESOURCES INC.
By:/s/ George H. Hempstead, III
--------------------------------
Name: George H. Hempstead, III
Title: Vice President
USI AMERICAN HOLDINGS, INC.
By:/s/ George H. MacLean
--------------------------------
Name: George H. MacLean
Title: Vice President
<PAGE>
STOCKHOLDERS AGREEMENT
----------------------
This Stockholders Agreement is entered into as of the 2nd
day of June, 1989 by and between Smith Corona Corporation, a Delaware
corporation (the "Company"), and HM Holdings, Inc., a Delaware
corporation ("Hanson").
RECITALS
--------
WHEREAS, the Company and Hanson desire to enter into this
Stockholders Agreement for the purpose of regulating certain aspects
of the Company's relationship with Hanson as a common stockholder.
In consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement, the
parties to this Agreement mutually agree as follows:
ARTICLE I
Definitions
-----------
"1933 Act" shall mean the Securities Act of 1933, as
amended.
"1934 Act" shall mean the Securities and Exchange Act of
1934, as amended.
"Adjusted Net Worth" shall have the meaning set forth in
Section 4.9(a) hereof.
"Affiliate" shall mean, with respect to a Person, any other
Person that, directly or indirectly through one ore more
intermediaries, controls, or is controlled by, or is under common
control with such Person. Neither the Company nor any of its
Subsidiaries shall be deemed an Affiliate of Hanson.
"Associate" shall mean, when used to indicate a relationship
with any Person, (a) any corporation or organization of which such
Person is an officer or partner or is, directly or indirectly, the
beneficial owner of ten percent (10%) or more of any class of equity
securities, (b) any trust or other estate in which such Person has a
substantial beneficial interest or as to which such Person serves as a
trustee or in a similar fiduciary capacity and (c) any relative of
such Person who has the same home as such Person, is a parent, aunt or
uncle, sibling, spouse,
NYFS02...:\13\51513\0220\1323\AGR6085M.290
<PAGE>
<PAGE>
in-law, child, niece or nephew or grandchild of such Person, or the
spouse of any of them, or is a director or officer of the Person or
any Subsidiary of the Person. Neither the Company nor any of its
Subsidiaries shall be deemed an Associate of Hanson.
"Capital Stock" shall mean any and all shares of other
equivalents (however designated) of corporate stock of the Company.
"Common Shares" shall mean shares of the Company's common
stock, par value $.01 per share.
"Final Balance Sheet" shall have the meaning set forth in
Section 4.9(b) hereof.
"Independent Accountant" shall have the meaning set forth in
Section 4.9(b) hereof.
"Management Stockholders" shall mean the participants in the
Company's Supplemental Performance Plan.
"Net Debt-to-Equity Percentage" shall have the meaning set
forth in Section 4.9(b) hereof.
"Offerings" shall have the meaning set forth in Section
4.9(a) hereof.
"Outstanding Common Stock" shall mean, at the time in
respect of which such term is used, the number of Common Shares which
are outstanding.
"Person" means an individual, corporation, partnership,
trust, or unincorporated organization, or a government or any agency
or political subdivision thereof.
"SEC" shall mean the United States Securities and Exchange
Commission.
"Smith Corona Singapore" shall mean Smith-Corona Private
Limited, a Singapore company.
"Subsidiary" with respect to any corporation (the "Parent")
shall mean any corporation, firm, association or trust of which such
parent, at the time in respect of which such term is used, (i) owns
directly or indirectly more than fifty percent (50%) of the equity or
beneficial interest, on a consolidated basis, and (ii) owns directly
or controls with power to vote, indirectly through one or more
Subsidiaries, shares of capital
<PAGE>
<PAGE>
stock or beneficial interest having the power to cast at least a
majority of the votes entitled to be case for the election of
directors, trustees, managers or other officials having powers
analogous to those of directors of a corporation. Unless otherwise
specifically indicated, when used herein the term Subsidiary shall
refer to a direct or indirect Subsidiary of the Company.
ARTICLE II
Election of Directors
---------------------
2.1 Number of Directors.
-------------------
The Company agrees that during the term of this Agreement it
shall use its best efforts to cause the Company's Board of Directors
to consist of nine members. The Company further agrees that during
the term of this agreement, the Company will (i) use its best efforts
to cause the number of designees of Hanson specified in Section 2.2
hereof (the "Hanson Designees") to be nominated for election to the
Company's Board of Directors and (ii) use such efforts to elect the
Hanson Designees to the Company's Board of Directors as are employed
by the Company with respect to the persons nominated by the Company
for election to its Board of Directors. In the event of the
resignation, death or other removal of any Designee during the term of
such Hanson Designee, the Company shall cause the appointment of such
replacement Hanson Designee or Designees, as the case may be, as shall
be requested by Hanson.
2.2 Number of Hanson Designees.
--------------------------
During the term of this Agreement:
(a) For so long as Hanson holds at least thirty-eight
percent (38%) of the Outstanding Common Stock the number of Hanson
Designees shall be four.
(b) For so long as Hanson holds at least twenty-seven
percent (27%) but less than thirty-eight percent (38%) of the
Outstanding Common Stock, the number of Hanson Designees shall be
three.
(c) For so long as Hanson holds at least sixteen
percent (16%) but less than twenty-seven percent (27%) of the
Outstanding Common Stock, the number of Hanson Designees shall be two.
<PAGE>
<PAGE>
(d) For so long as Hanson holds at least five percent
(5%) but less than sixteen percent (16%) of the Outstanding Common
Stock, the number of Hanson Designees shall be one.
(e) If at any time Hanson shall hold less than five
percent (5%) of the Outstanding Common Stock, the Company shall have
no obligation pursuant to Section 2.2 to use its best efforts to cause
any Hanson Designee to be nominated to the Company's Board of
Directors.
(f) If at any time during the term of any Hanson
Designee, the percentage of the Outstanding Common Stock owned by
Hanson decreases in such an amount so as to reduce the number of
Hanson Designees to which Hanson is entitled below the number of
Hanson Designees then serving as directors of the Company, within 30
days of such event, Hanson shall cause the resignation of such number
of Hanson Designees so that, following such resignation, the number of
Hanson Designees then serving as directors is equal to the number of
Hanson Designees to which Hanson is then entitled.
ARTICLE III
Registration Rights
-------------------
3.1 General.
-------
For purposes of this Article III, the terms "register",
"registered" and "registration" refer to a registration effected by
preparing and filing a registration statement in compliance with the
1933 Act and the declaration or ordering of effectiveness of such
registration statement.
3.2 Demand Registration.
-------------------
(a) Subject to paragraph (b) hereof, if the Company shall
receive a written request (specifying that it is being made pursuant
to this Section 3.2) from Hanson that the Company file a registration
statement under the 1933 Act, or a similar document pursuant to any
other statute then in effect corresponding to the 1933 Act, covering
the registration of Common Shares owned by Hanson or its Affiliates or
Associates or the Management Stockholders constituting at least 10% of
the Outstanding Common Stock, then the Company shall use its best
efforts to cause all such Common Shares owned by Hanson or its
Affiliates or Associates or the Management Stockholders that Hanson
has requested be registered within 30 days of delivery of Hanson's
<PAGE>
<PAGE>
request to be registered under the 1933 Act. If the total amount of
Common Shares that Hanson requests to be included in such offering
exceeds the amount of Common Shares that the underwriters reasonably
believe compatible with the success of the offering, then the Company
will include in such registration only the number of Common Shares
which, in the opinion of such underwriters, can be sold.
(b) Hanson shall be entitled to request, and the Company
shall be obligated to effect, two registrations pursuant to this
Section 3.2, subject to the provisions of Sections 3.6 and 3.10
hereof.
3.3 Piggyback Registration.
----------------------
If at any time the Company determines to register any of its
securities for its own account under the 1933 Act in connection with
the underwritten public offering of such securities on a form that
would also permit the registration of any of the Common Shares, the
Company shall, at each such time, promptly give Hanson written notice
of such determination. Upon the written request of Hanson received by
the Company within thirty (30) days after the giving of any such
notice by the Company, the Company shall use its best efforts to cause
to be registered under the 1933 Act all of the Common Shares of Hanson
or its Affiliates or Associates that Hanson has requested or
registered. If the total amount of Common Shares that are to be
included by the Company for its own account and at the request of
Hanson exceeds the amount of Common Shares that the underwriters
reasonably believe compatible with the success of the offering, then
the Company will include in such registration only the number of
Common Shares which in the opinion of such underwriters can be sold,
selected pro rata based on the number of Common Shares which each of
them requests to be included in such registration.
3.4 Obligations of the Company.
--------------------------
Whenever required under Sections 3.2 or 3.3 hereof to use
its best efforts to effect the registration of any Common Shares, the
Company shall:
(a) prepare and file with the SEC a registration statement
with respect to such Common Shares and use its best efforts to
cause such registration statement to become and remain effective
until such Common Shares are sold;
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(b) as expeditiously as reasonably possible, prepare and
file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with
such registration statement as may be necessary to comply with
the provisions of the 1933 Act with respect to the disposition of
all Common Shares covered by such registration statement;
(c) as expeditiously as reasonably possible furnish to
Hanson such numbers of copies of a prospectus, including a
preliminary (which term shall herein include any pre-pricing or
pre-effective) prospectus, in conformity with the requirements of
the 1933 Act, as it may reasonably request;
(d) as expeditiously as reasonably possible use its best
efforts to register and quality the Common Shares covered by such
registration statement under such securities or Blue Sky laws of
such jurisdictions as shall be reasonably appropriate for the
distribution of the Common Shares covered by the registration
statement, provided that the Company shall not be required in
--------
connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in
any such jurisdiction, and further provided that (anything in
this Agreement to the contrary notwithstanding with respect to
the bearing of expenses) if any jurisdiction in which the
securities shall be qualified shall require that expenses
incurred in connection with the qualification of the securities
in that jurisdiction be borne by Hanson, then such expenses shall
be payable by Hanson, to the extent required by such
jurisdiction;
(e) furnish to each seller of Common Shares (x) a signed
copy of the opinion of counsel for the Company delivered to the
underwriters or other purchasers under the underwriting or like
agreement, and (y) a signed copy of the "comfort letter" signed
by the Company's independent public accountants delivered to the
underwriters. Each of the foregoing documents shall contain such
items as Hanson may reasonably request and as shall be acceptable
to the underwriters.
(f) notify each seller of Common Shares covered by such
registration statement, at any time when a prospectus relating
thereto is required to be delivered under the 1933 Act, upon
discovery that, or upon the happening of any event as a result of
which, the prospectus included in such registration statement, as
then in effect, includes an
<PAGE>
<PAGE>
untrue statement of a material fact regarding the Company or
omits to state any material fact regarding the Company required
to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances under which they
were made, and at the request of any such seller of Common Shares
a reasonable number of copies of a supplement to or an amendment
of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Common Shares, such
prospectus shall not include such untrue statement of a material
fact or omit to state such material fact required to be stated
therein or necessary to make the statement therein not misleading
in the light of the circumstances under which they were made;
(g) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available
to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months,
but not more than eighteen months, beginning with the first full
calendar month after the effective date of such registration
statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the 1933 Act;
(h) provide and cause to be maintained a transfer agent and
registrar for all Common Shares covered by such registration
statement from and after a date not later than the effective date
of such registration statement; and
(i) use its best efforts to list all Common Shares covered
by such registration statement on any securities exchange on
which any class of securities of the Company is then listed.
3.5 Furnish Information.
-------------------
(a) It shall be a condition precedent to the obligations of
the Company to take any action pursuant to Article III that Hanson and
its Affiliates or Associates and the Management Stockholders, as the
case may be, shall furnish to the Company such information regarding
them, the Common Shares owned by them, and the intended method of
disposition of such Common Shares as the Company shall reasonably
request and as shall be required in connection with the action to be
taken by the Company, and shall otherwise use its or their best
efforts to comply with all applicable rules and regulations of the
SEC.
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<PAGE>
(b) In connection with the registration of any Common
Shares under this Article III, Hanson and its Affiliates or Associates
and the Management Stockholders, as the case may be, shall notify the
Company at any time when a prospectus relating thereto is required to
be delivered under the 1933 Act, upon discovery that, or upon the
happening of any event as a result of which, the prospectus included
in such registration statement, as then in effect, includes an untrue
statement of a material fact regarding Hanson and its Affiliates or
Associates and the Management Stockholders or omits to state any
material fact regarding Hanson and its Affiliates or Associates and
the Management Stockholders required to be stated therein or necessary
to make the statements therein not misleading in the light of the
circumstances under which they were made.
3.6 Expenses of Registration.
------------------------
All expenses incurred in connection with a registration
pursuant to Section 3.2 or 3.3 hereof (excluding underwriters'
discounts and commissions which shall be borne by the sellers),
including without limitation all registration and qualification fees,
printers' and accounting fees, fees and disbursements of counsel for
the Company, and the reasonable fees and disbursements of one counsel
for Hanson and its Affiliates or Associates shall be borne by the
Company and by Hanson pro rata based on the number of shares being
--- ----
sold by the Company, on the one hand, and by Hanson and its Affiliates
and Associates and the Management Stockholders, on the other hand;
provided, however, that Hanson may withdraw any requests pursuant to
-------- -------
Section 3.2 hereof, in which event so long as Hanson agrees to pay all
expenses incurred by the Company and Hanson in connection with such
requested registration such withdrawn request shall be deemed for all
purposes herein not to have been made.
3.7 Underwriting Requirements.
-------------------------
Hanson (together with its Affiliates or Associates) shall,
as a condition for inclusion of Common Shares in a registration of an
underwritten public offering under Section 3.2 or 3.3 hereof, execute
and deliver an underwriting agreement acceptable to the Company, in
the case of a registration pursuant to Section 3.3, or acceptable to
Hanson, in the case of a registration pursuant to Section 3.2, and the
underwriters with respect to such registration. Such underwriter
shall be selected (i) by the Company, in the case of a registration
pursuant to Section 3.3, and (ii) by Hanson, in the case of a
registration pursuant to Section 3.2.
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<PAGE>
3.8 Indemnification.
---------------
(a) To the fullest extent permitted by law, the Company
will indemnify and hold harmless Hanson and its Affiliates or
Associates and the Management Stockholders, each of their directors,
each of their officers who has signed the registration statement, each
person, if any, who controls, is controlled by or is under common
control with, Hanson and its Affiliates or Associates and the
Management Stockholders, within the meaning of the 1933 Act, and each
agent and any underwriter (within the meaning of the 1933 Act) against
any losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based on any untrue or alleged untrue
statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or arise
out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, and the Company will
reimburse any legal or other expenses reasonably incurred by Hanson or
any such Affiliate, Associate, Management Stockholder, director,
officer, controlling person, agent or underwriter in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company shall not be liable in any
-------- -------
such case to the extent that any such loss, claim, damage, liability
or action is based upon an "untrue" or alleged untrue statement or
omission made in connection with such registration statement,
preliminary prospectus, final prospectus or amendments or supplements
thereto in reliance upon and in conformity with information furnished
expressly for use in connection with such registration statement by
Hanson or such Affiliate, Associate, or Management Stockholder;
provided further, that the indemnity agreement contained in this
-------- -------
Section 3.8(a) shall not apply to amounts paid in settlements effected
without the consent of the Company (which consent shall not be
unreasonably withheld). Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of Hanson
or any such Affiliate, Associate, Management Stockholder, director,
officer, seller, underwriter or control person and shall survive the
transfer of such securities by Hanson or such Affiliate, Associate or
Management Stockholder, as the case may be.
(b) To the fullest extent permitted by law, Hanson and its
Affiliates and Associates and the Management Stockholders will
indemnify and hold harmless the Company, each of its directors, each
of its officers who has signed the registration statement, each
person, if any who controls, is controlled by or
<PAGE>
<PAGE>
is under common control with, the Company within the meaning of the
1933 Act, and each agent and any underwriter (within the meaning of
the 1933 Act) against any losses, claims, damages or liabilities to
which the Company or any such director, officer, control person, agent
or underwriter may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon an untrue or alleged
untrue statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, or arise
out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the
extent, but only to the extent, that it arises out of or is based upon
information furnished by Hanson or such Affiliate, Associate or
Management Stockholder, as the case may be, expressly for use in
connection with such registration; and Hanson or such Affiliate,
Associate or Management Stockholder, as the case may be, will
reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer, controlling person, agent or
underwriter in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the
-------- -------
indemnity agreement contained in this Section 3.8(b) shall not apply
to amounts paid in settlements effected without the consent of Hanson
or such Affiliate, Associate or Management Stockholder, as the case
may be (which consent shall not be unreasonably withheld). Such
indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any such
director, officer, seller, underwriter or control. person and shall
survive the transfer of such Common Shares by Hanson or such
Affiliate, Associate or Management Stockholder, as the case may be.
(c) Promptly after receipt by an indemnified party under
this Section 3.8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party under this Section, notify the
indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed to assume the defense thereof
with counsel mutually satisfactory to the parties. The failure to
notify an indemnifying party promptly of the commencement of any such
action, if prejudicial in any material respect to its ability to
defend such action, shall relieve such indemnifying party of its
<PAGE>
<PAGE>
liability to the indemnified party under this Section to the extent,
but only to the extent, that the indemnifying party was prejudiced by
the delay, but the omission so to notify the indemnifying party will
not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section.
(d) If for any reason the foregoing indemnification is
unavailable to any party or insufficient to hold it harmless as and to
the extent contemplated by the preceding paragraphs of this Section
3.8, then each indemnifying party shall contribute to the amount paid
or payable by the indemnified party as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party, on the one
hand, and the applicable indemnified party, as the case my be, on the
other hand, and also the relative fault of the indemnifying party and
any applicable indemnified party, as the case may be, as well as any
other relevant equitable considerations.
(e) Each of the parties acknowledges that, in connection
with registrations of Common Shares under this Article III, the
underwriters may require indemnification by one or more of such
parties, the terms of which will be negotiated.
3.9 Reports Under 1934 Act.
-----------------------
With a view to making available to Hanson and its Affiliates
or Associates the benefits of Rule 144 promulgated under the 1933 Act
and any other rule or regulation of the SEC that may at any time
permit the sale of Common Shares to the public without registration,
the Company agrees to use its best efforts to:
(a) make and keep public information available, as those
terms are understood and defined in Rule 14, at all times subsequent
to ninety (90) days after the effective date of the first registration
statement covering an underwritten public offering filed by the
Company;
(b) file with the SEC in a timely manner all reports and
other documents required of the Company under the 1933 Act and the
1934 Act; and
(c) furnish to Hanson forthwith upon request a written
statement by the Company that it has complied with the 1933 Act and
1934 Act reporting requirements and has made and kept public
information available, as these terms are defined in Rule 144 (at
<PAGE>
<PAGE>
any time after ninety (90) days after the effective date of said first
registration statement filed by the Company), and of the 1933 Act and
the 1934 Act (at any time after it has become subject to such
reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed
by the Company as may be reasonably requested in availing any holder
of the benefit of any rule or regulation of the SEC permitting the
selling of Common Shares without registration.
3.10 Timing Limitations.
------------------
(a) No request shall be made with respect to any
registration pursuant to Section 3.2 hereof within (i) two hundred
seventy (270) days following the effective date of the initial
registration statement filed by or for the Company and (ii) ninety
(90) days immediately following the effective date of any registration
statement filed pursuant to this Article III.
(b) If the Company shall furnish to the sellers of Common
Shares requesting a registration pursuant to Section 3.2 hereof a
certificate signed by a majority of the Board of Directors of the
Company stating that in the good faith judgement of the Board of
Directors of the Company, it would be seriously detrimental to the
Company or its stockholders for such registration statement to be
filed in accordance with the request and it is therefore essential to
defer the filing of such registration statement, then the Company
shall have the right to defer the filing of the registration statement
for a period of not more than 150 days from the date of the request by
Hanson, in which event it shall not be counted for purposes of
determining the number of registrations pursuant to Section 3.2
hereof.
ARTICLE IV
Miscellaneous
-------------
4.1 Remedies.
--------
The parties of this Agreement acknowledge and agree that
breach of any of the covenants of the Company and Hanson set forth in
this Agreement is not compensable by payment of money damages and,
therefore, that the covenants of the Company and Hanson set forth in
this Agreement may be enforced in equity by a decree requiring
specific performance. Such remedies shall be cumulative and non-
exclusive and shall be in addition to any other rights and remedies
the parties may have under this Agreement.
<PAGE>
<PAGE>
4.2 Entire Agreement; Amendment.
---------------------------
This Agreement sets forth the entire understanding of the
parties, and supersedes all prior agreements, arrangements and
communications, whether oral or written, with respect to the subject
matter hereof. Any other amendment, revision or termination of this
Agreement shall require the prior written consent of each of the
parties hereto.
4.3 Severability.
------------
The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if
the invalid or enforceable provision are omitted.
4.4 Notices.
-------
Unless otherwise specified herein, all notices, requests and
other communications hereunder shall be in writing and shall be deemed
to have been duly given when delivered by hand or one day after
sending by overnight delivery service, to the respective addresses of
the parties set forth below.
(a) for notices and communications to the Company:
Smith Corona Corporation
65 Locust Avenue
New Canaan, Connecticut 06840
Attn: G. Lee Thompson
(b) for notices and communications to Hanson:
Hanson Industries
100 Wood Avenue South
Iselin, New Jersey 08830
Attn: George Hempstead, Esquire
By notice complying with the foregoing provisions of this Section 4.4,
each party shall have the right to change the mailing address for
future notices and communications to such party.
4.5 Assignment.
-----------
The rights under this agreement may not be assigned except
as expressly provided herein. No such assignment shall relieve the
assignor of its obligations hereunder.
<PAGE>
<PAGE>
4.6 Termination.
-----------
Except as is otherwise expressly stated herein, this
Agreement shall terminate on the tenth anniversary hereof.
4.7 Governing Law.
-------------
This Agreement shall be governed by and construed under the
internal laws of the State of Delaware, without giving effect to
principles of conflicts of laws.
4.8 Recapitalizations, Exchanges, Etc.
----------------------------------
The provisions of this Agreement shall apply, to the full
extent set forth herein with respect to Common Shares, to any and all
shares of Capital Stock of the Company or any successor or assign of
the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for, or in
substitution of the Common Shares, by reason of ta stock dividend,
stock split, stock issuance, reverse stock split, combination,
recapitalization, reclassification, merger, consolidation or
otherwise. Upon the occurrence of any such events, amounts hereunder
shall be appropriately adjusted.
4.9 Funding Adjustment.
------------------
(a) The Company acknowledges that it has declared a
dividend payable to Hanson, which dividend shall be paid in part,
following the Offerings. Hanson agrees that it will pay to the
Company, following the Offerings, such amount as may be required so
that upon the closing of the proposed underwritten initial public
offering and sale to the public of approximately 14,750,000 Common
Shares (the "Offerings") and the transactions effected by Hanson and
its Affiliates and Associates in connection therewith, (x) the amount
of the adjusted net worth of the Company determined in accordance with
Section 4.9(b) hereof (the "Adjusted Net Worth") is equal to $50
million and (y) the Company's ratio of Net Debt-to-Equity Percentage
is no greater than 195%. In the event that Hanson shall be obligated
to make payments pursuant to the prior sentence, Hanson shall
promptly, but in no event later than five business days after the date
of the final determination thereof under Section 4.9(c) hereof, pay to
the Company by wire transfer an amount equal to the sum of (i) the
amount necessary to fund such shortfall plus (ii) interest thereon
from the date of the closing of the Offerings at the average interest
rate then charged to the Company under its bank indebtedness. The Net
Debt-to-Equity Percentage shall be
<PAGE>
<PAGE>
determines as: (i) the sum of indebtedness to banks plus notes
payable to Hanson less invested cash and less invested cash
equivalents; divided by (ii) Adjusted Net Worth.
(b) The Adjusted Net Worth shall be determines as of the
date of the closing of the Offering on the basis of the audited
combined balance sheet of the Company (the "Final Balance Sheet").
The Final Balance Sheet shall be audited by Deloitte Haskins & Sells,
the Company's independent certified public accountants (the
"Independent Accountant"), in accordance with generally accepted
account principles consistently applied and consistent with the
principles applied in the financial statements included in the
registration statement used in connection with the Offering; provided,
--------
however, that the Final Balance Sheet shall give pro forma effect to
-------
the purchase of Smith Corona Singapore by the Company; and provided
--------
further, that the Final Balance Sheet shall exclude any net proceeds
-------
to the Company, resulting from any exercise of the underwriters'
overallocation options in connection with the offering.
(c) The Company shall engage (and pay the fees of) the
Independent Accountant to audit the Final Balance Sheet and shall use
its best efforts to deliver to Hanson the Final Balance Sheet within
forty-five (45) days after the closing of the Offering together with a
report of the Independent Accountant thereon (i) setting forth the
amount of Adjusted Net Worth reflected in the Final Balance Sheet,
(ii) stating the (a) the audit has ben made in accordance with
generally accepted auditing standards, and (b) that the Final Balance
Sheet has been prepared in conformity with generally accepted
accounting principles consistently applied, and (iii) setting forth
the amount of any required adjustments pursuant to this Section 4.9.
During such period from the closing of the Offering until the date of
delivery of the Final Balance Sheet, the Company and Hanson shall give
the Independent Accountant such assistance and access to the assets
and books and records of the Company as the Independent Accountant
shall reasonably request during normal business hours in order to
enable it to audit the Final Balance Sheet. The Final Balance Sheet
and the related report of the Independent Accountant shall be final
and binding on the parties unless, within fifteen (15) days after
delivery to the parties, notice is given by the Company to Hanson or
by Hanson to the Company of its objection. If notice of objection is
given, the parties shall consult with each other with respect to the
objection. If the parties are unable t reach agreement within fifteen
(15) days after the notice of objection has been give, the dispute
shall be resolved by a firm of independent accountants of nationally
recognized standing selected by the parties (other than Arthur
Andersen &
<PAGE>
<PAGE>
Co., Ernst & Whinney and Price Waterhouse). The resolution of the
dispute by such firm shall be final and binding on the parties.
Hanson and the Company shall share such accountants' fees.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
SMITH CORONA CORPORATION
By /s/ Herbert H. Egh
-----------------------------
Name: Herbert H. Egh
Title: Vice President
HM HOLDING, INC.
By /s/ George H. Hempstead, III
-----------------------------
Name: George H. Hempstead, III
Title: Vice President
CONSENT AND AMENDMENT AGREEMENT
Dated May 21, 1991
The parties to this Agreement are Smith Corona Corporation
("Smith Corona") and HM Holdings, Inc. ("HMH"). In connection with
the Stockholders Agreement dated as of June 2, 1989 (the "Stockholders
Agreement") between Smith Corona and HMH, it is agreed as follows:
1. Smith Corona hereby consents to the assignment by HMH of HMH's
rights under the Stockholders Agreement to Hanson Natural Resources
Company, a Delaware general partnership ("HNR").
2. HMH hereby represents and warrants that HNR is wholley-owned,
indirectly, by Hanson PLC and is an affiliate of HMH (as defined in the
Stockholders Agreement).
3. Upon written notification by HMH to Smith Corona that the assignment
has been completed, the Stockholders Agreement is hereby amended so that
all references in the Stockholders Agreement to HMH (which is referred
to as "Hanson" therein) shall constitute references to HNR. The
notification shall state the effective date of the assignment, and the
amendment provided for in this Section shall be deemed effective as of
such date.
4. Except as provided herein, the terms of the Stockholders Agreement
shall continue in full force and effect. This Agreement shall not be deemed
to release HMH from any continuing obligations under the Stockholders
Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first set forth above.
SMITH CORONA CORPORATION
By: /s/ Lee Thompson
-----------------------------
HM HOLDINGS, INC.
By: /s/ George H. Hempstead, III
-----------------------------
