OMB Number 3235-0145
Expires: August 31, 1991
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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. ________)*
PRATT & LAMBERT UNITED, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
739732-10-5
(CUSIP Number)
Paul N. Edwards, Esq., Phillips, Lytle, Hitchcock, Blaine & Huber,
3400 Marine Midland Center, Buffalo, N.Y. 14203 (716) 847-7020
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 4, 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 [ ].
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.
<PAGE>
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jules F. Knapp
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,493,835
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 575,226
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,493,835
10 SHARED DISPOSITIVE POWER
575,226
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,069,061
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JFK Annuity Trust II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 254,438
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 254,438
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,438
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JFK Annuity Trust III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 320,788
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 320,788
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,788
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jules F. Knapp Family Trust No. IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,420,023
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,420,023
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,420,023
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edwin Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 116,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 116,666
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 133,333
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 133,333
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carolyn Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 116,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 116,666
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Linda Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 116,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 116,666
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Constance Rubenfein
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 116,666
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 116,666
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,666
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marjorie Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 18,066
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 18,066
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,066
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 109,766
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 109,766
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,766
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carol Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 72,216
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 72,216
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,216
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark Claster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 60,233
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 60,233
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,233
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan Claster
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 121,750
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 121,750
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 108,750
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 108,750
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Davidoff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 475,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 475,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Gruber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 125,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 125,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Marks
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 125,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 125,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 37,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 37,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 72,216
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 72,216
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,216
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey L. Kenner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 475,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 475,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
475,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The 1995 Martin R. Lewis GRAT #2
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 89,305
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 89,305
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,305
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R.D. Stevens, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 150,004
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 290,076
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 150,004
10 SHARED DISPOSITIVE POWER
290,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
440,080
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ x ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R.D. Stevens, Jr. IRA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,887
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,887
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,887
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
14 TYPE OF REPORTING PERSON*
EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aline L. Stevens
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 22,556
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 22,556
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,556
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R.D. Stevens, III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 30,044
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 30,044
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,044
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Annie E. Stevens
Trust No. 2.0.1
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 23,750
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 23,750
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Annie E. Stevens
Trust No. 3.0.2
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 42,840
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 42,840
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,840
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Annette Wells Stevens
Trust No. 2.0.4
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,116
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 9,116
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,116
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.08%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Annette Wells Stevens
Trust No. 3.0.5
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 55,818
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 55,818
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,818
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R.D. Stevens, Jr.
Trust No. 2.2.A
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,358
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,358
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,358
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R.D. Stevens, Jr.
Trust No. 2.3.B
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,358
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,358
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,358
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R.D. Stevens, Jr.
Trust No. 2.4.C
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,358
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,358
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,358
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George E. Stevens
Trust No. 3.2.AA
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,924
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,924
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,924
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George E. Stevens
Trust No. 3.3.BB
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,924
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,924
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,924
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George E. Stevens
Trust No. 3.4.CC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,924
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,924
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,924
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Annette Wells Stevens
Trust No. 2.0.W
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,675
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,675
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,675
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Annette Wells Stevens
Trust No. 3.O.W
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 25,500
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 25,500
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Annette Wells Stevens
Trust No. 2.5.W
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,975
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,975
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,975
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wilfred J. Larson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 739732-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert O. Swados
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,050
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,050
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Statement relates to 4,563,651 shares, or
approximately 40%, of the outstanding Common Stock, $.01 par
value, (the "Securities") of Pratt & Lambert United, Inc. (the
"Company") which is subject to a certain Stock Option, Pledge and
Security Agreement (the "Agreement"). The names of the Company's
principal executive officers, each of whose address is c/o
Pratt & Lambert United, Inc., 75 Tonawanda Street, Buffalo, New
York 14207, are as follows:
Joseph J. Castiglia President and Chief
Executive Officer
Jules F. Knapp President and Chief
Executive Officer,
United Coatings, Inc.
Randall L. Clark Executive Vice President
William F. Bensman Vice President
James R. Boldt Vice President, Finance,
Secretary and Chief Financial
Officer
James M. Culligan Treasurer
Austin E. Floyd President, Southern Coatings,
Inc.
Ewald H. Hoerster President, Industrial Coatings
Division
Donald W. Smith Vice President, Safety and
Environmental Affairs
Item 2. Identity and Background.
This Statement is filed by each of the persons subject
to the Agreement. The persons subject to the Agreement are JFK
Annuity Trust II, JFK Annuity Trust III, Jules F. Knapp Family
Trust No. IV, Jules F. Knapp, Edwin Marks, Nancy Marks, Carolyn
Marks, Linda Marks, Constance Rubenfein, Marjorie Boas, Andrew
Boas, Carol Boas, Mark Claster, Susan Claster, Richard Boas,
Robert Davidoff, David Gruber, Robert Marks, Carl Marks
Foundation, Elizabeth Boas, Jeffrey L. Kenner, The 1995 Martin R.
Lewis, GRAT #2, R.D. Stevens, Jr., R.D. Stevens, Jr. IRA, Aline
L. Stevens, R.D. Stevens, III, Annie E. Stevens Trust No. 2.0.1,
Annie E. Stevens Trust No. 3.0.2, Annette Wells Stevens Trust No.
2.0.4, Annette Wells Stevens Trust No. 3.0.5, R.D. Stevens, Jr.
Trust No. 2.2.A, R.D. Stevens, Jr. Trust No. 2.3.B, R.D. Stevens,
Jr. Trust No. 2.4.C, George E. Stevens Trust No. 3.2.AA, George
E. Stevens Trust No. 3.3.BB, George E. Stevens Trust No. 3.4.CC,
Annette Wells Stevens Trust No. 2.0.W, Annette Wells Stevens
Trust No. 3.0.W, Annette Wells Stevens Trust No. 2.5.W, Wilfred
<PAGE>
J. Larson and Robert O. Swados (together, the "Parties" and each
individually, a "Party"). Each Party is a United States citizen.
For each Party, the address, present principal
occupation or employment and the name, principal business and
address of the organization in which such employment is conducted
is as follows:
Name Occupation
JFK Annuity Trust II* N/A
JFK Annuity Trust III* N/A
Jules F. Knapp Family
Trust No. IV* N/A
Jules F. Knapp* Mr. Knapp is vice chairman of the
Company and president and chief
executive officer of United
Coatings, Inc., a wholly owned
subsidiary of the Company.
Edwin Marks** Executive
Nancy Marks** Housewife
Carolyn Marks** Self-employed
Linda Marks** Social Worker
Constance Rubenfein** Film Producer
Marjorie Boas** Housewife
Andrew Boas** Mr. Boas is a managing director,
Merchant Banking, of Carl Marks &
Co., Inc. ("CMCO"), a diversified
merchant bank specializing in
leveraged buyouts, real estate,
venture capital, money management
and management consulting. He is a
general partner of Carl Marks
Management Co., L.P., a registered
investment advisor.
Carol Boas** Housewife
Mark Claster** Mr. Claster is a managing director
and chief operating officer of
CMCO. He is the managing director
of CM Capital Co., an affiliate of
CMCO, and is the chief executive
officer of its realty and
consulting division.
Susan Claster** Housewife
<PAGE>
Richard Boas** Ophthalmologist
Robert Davidoff** Executive
David Gruber*** Software business
Robert Marks** Executive
Carl Marks Foundation** N/A
Elizabeth Boas** Marketing professional
Jeffrey L. Kenner**** Mr. Kenner has served as president
of Kenner & Company, Inc.
("Kenner") since 1986. Kenner is a
New York investment firm
specializing in acquisitions and
private equity investments.
The 1995 Martin R. Lewis, N/A
GRAT #2*****
R.D. Stevens, Jr.****** Mr. Stevens is Chairman of the
Board of the Company.
R.D. Stevens, Jr. IRA****** N/A
Aline L. Stevens****** Mrs. Stevens is an author.
R.D. Stevens, III****** Mr. Stevens is a free-lance
advertising executive.
Annie E. Stevens
Trust No. 2.0.1****** N/A
Annie E. Stevens
Trust No. 3.0.2****** N/A
Annette Wells Stevens
Trust No. 2.0.4****** N/A
Annette Wells Stevens
Trust No. 3.0.5****** N/A
R.D. Stevens, Jr.
Trust No. 2.2.A****** N/A
R.D. Stevens, Jr.
Trust No. 2.3.B****** N/A
R.D. Stevens, Jr
Trust No. 2.4.C****** N/A
George E. Stevens
Trust No. 3.2.AA****** N/A
George E. Stevens
Trust No. 3.3.BB****** N/A
<PAGE>
George E. Stevens
Trust No. 3.4.CC****** N/A
Annette Wells Stevens
Trust No. 2.0.W****** N/A
Annette Wells Stevens
Trust No. 3.0.W****** N/A
Annette Wells Stevens
Trust No. 2.5.W****** N/A
Wilfred J. Larson****** Mr. Larson is a director of First
Empire State Corporation and its
subsidiary, Manufacturers and
Traders Trust Company, Horus
Therapeutics, Inc. and the Bryant &
Stratton Business Institute, Inc.
Robert O. Swados******* Mr. Swados is counsel to the law
firm of Cohen Swados Wright Hanifin
Bradford & Brett, and vice chairman
and counsel to the Buffalo Sabres
Hockey Club.
* c/o United Coatings, Inc.
980 North Michigan Ave., Suite 1120
Chicago, IL 60611
Attention: Jules F. Knapp
** c/o Carl Marks & Co., Inc.
135 East 57th Street
New York, NY 10022
Attention: Mark Claster
*** P.O. Box 1180
East Hampton, NY 11937
**** Kenner & Co., Inc.
720 Park Avenue
New York, NY 10021
***** c/o Martin R. Lewis
Williamhouse-Regency, Inc.
28 West 23rd Street
New York, NY 10010
****** The address for all of the above
(except R.D. Stevens III) is:
c/o Pratt & Lambert United, Inc.
75 Tonawanda Street
Buffalo, New York 14207
Attention: R.D. Stevens, Jr.
<PAGE>
The address for R.D. Stevens, III is:
748 Magnolia Street
Denver, CO 80220-6037
******* Cohen, Swados, Wright, Hanifin,
Bradford & Brett
70 Niagara Street
Buffalo, NY 14202
During the last five years, none of the Parties has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil
proceeding as a result of which he or she is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities law, or finding any violations of such laws.
Item 3. Source and Amount of Funds or Other Consideration.
N/A
Item 4. Purpose of Transaction.
Except as noted below, none of the Parties have any
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
<PAGE>
(j) Any action similar to any of those enumerated above.
On November 4, 1995, The Sherwin-Williams Company
("Sherwin-Williams") and SWACQ, Inc., its wholly owned
subsidiary, entered into the Agreement with the Parties covering
4,563,651 shares (the "Option Shares") collectively owned by the
Parties (representing approximately 40% of the outstanding shares
calculated on a fully diluted basis). Pursuant to the Agreement,
each of the Parties has granted to Sherwin-Williams and
SWACQ, Inc. an irrevocable option to purchase such Party's Option
Shares for $35.00 per Option Share in cash, which option is
exercisable by Sherwin-Williams or SWACQ, Inc. on or after
January 2, 1996, as well as an irrevocable proxy to vote such
Option Shares.
The information set forth in the Schedule 14D-9 under
"Item 3. Identity and Background - Arrangements with Executive
Officers, Directors or Affiliates of the Company - The United
Coatings Shareholder Agreement and Related Agreements" and
"Arrangements with Parent, Purchaser or their Affiliates," and
"Item 8. Additional Information to be Furnished - (b) Parent's
Designation of Persons to be Elected to the Company's Board of
Directors," is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
The following table presents beneficial ownership of
securities by each group member, except as otherwise explained
below.
Name Number of Shares
JFK Annuity Trust II (1) 254,438
JFK Annuity Trust III (1) 320,788
Jules F. Knapp Family
Trust No. IV (1) 1,420,023
Jules F. Knapp (1) 73,812
Edwin Marks 116,666
Nancy Marks 133,333
Carolyn Marks 116,666
Linda Marks 116,666
Constance Rubenfein 116,666
Marjorie Boas 18,066
Andrew Boas 109,766
Carol Boas 72,216
Mark Claster 60,233
Susan Claster 121,750
Richard Boas 108,750
Robert Davidoff (2) 475,000
David Gruber 125,000
Robert Marks 125,000
Carl Marks Foundation 37,000
Elizabeth Boas 72,216
Jeffrey L. Kenner 475,000
The 1995 Martin R. Lewis,
GRAT #2 89,305
R.D. Stevens, Jr. (2) (3) 440,000
R.D. Stevens, Jr. IRA 2,887
<PAGE>
Aline L. Stevens 22,556
R.D. Stevens, III 30,044
Annie E. Stevens
Trust No. 2.0.1 23,750
Annie E. Stevens
Trust No. 3.0.2 42,840
Annette Wells Stevens
Trust No. 2.0.4 9,116
Annette Wells Stevens
Trust No. 3.0.5 55,818
R.D. Stevens, Jr.
Trust No. 2.2.A 1,358
R.D. Stevens, Jr.
Trust No. 2.3.B 1,358
R.D. Stevens, Jr
Trust No. 2.4.C, 1,358
George E. Stevens
Trust No. 3.2.AA 3,924
George E. Stevens
Trust No. 3.3.BB 3,924
George E. Stevens
Trust No. 3.4.CC 3,924
Annette Wells Stevens
Trust No. 2.0.W 3,675
Annette Wells Stevens
Trust No. 3.0.W 25,500
Annette Wells Stevens
Trust No. 2.5.W 10,975
Wilfred J. Larson 4,000
Robert O. Swados 2,050
(1) Mr. Knapp has sole voting power (subject to the
Agreement) with respect to 1,493,835 shares, of which 1,420,023
are shares held by the Jules F. Knapp Family Trust No. IV, of
which he serves as sole trustee. Mr. Knapp's wife is sole
trustee of JFK Annuity Trusts II and III, which hold a total of
575,226 shares; Mrs. Knapp has sole voting rights (subject to the
Agreement) with respect to such shares, and Mr. Knapp disclaims
having any beneficial ownership therein. All of such 2,069,061
shares owned by Mr. and Mrs. Knapp are Option Shares as defined
in Item 4 above, and, accordingly, Sherwin-Williams has been
granted, among other things, an irrevocable option to purchase
such shares for $35 per share and an irrevocable proxy to vote
such shares.
(2) Of the shares shown above for which Robert
Davidoff and R.D. Stevens, Jr., have sole voting and investment
power only 73,812, 156,117 and 75,117, respectively, constitute
Option Shares as defined in Item 4 above. Reference is made to
Item 4 above and to Exhibit B hereto, which are incorporated
herein by reference, for a more complete description of the
Agreement with respect to the Option Shares.
(3) Of the 150,004 shares disclosed as to which Mr.
Stevens has sole voting and investment power, 72,000 are shares
which he may acquire through options exercisable on or before
January 8, 1996. 106,630 of the shares shown as shared voting
and investment power are shares as to which Mr. Stevens has
<PAGE>
shared voting and investment power as an administrator under the
Deferred Profit Sharing Plan of Pierce & Stevens Corporation, a
wholly owned subsidiary of the Company. 183,446 of the shares
shown as shared voting and investment power, 146,905 are held by
him as co-trustee for certain of his relatives asto which he
shares voting and investment power and as to which he disclaims
having any economic interest. The shares shown opposite Mr.
Stevens' name exclude 137,472 shares owned by Mr. Stevens' wife
and adult children and trusts for such children and 323,906
shares owned by other relatives, or held in trusts for their
benefit, as to which he disclaims beneficial ownership.
None of the Parties has transacted in Company stock
during the sixty day period immediately prior to filing except
Mr. Stevens'
spouse gifted 3,000 shares to a charity on November 4, 1995, and
in October, 1995 JFK Annuity Trusts No. II and III transferred a
total of 80,059 shares to Jules F. Knapp Family Trust No. IV.
Item 6. Contracts, Etc. with Respect to Securities of the
Issuer.
See Item 4. In addition to the Agreement and the
Merger Agreement, the Parties have also entered into a Joint
Filing Agreement which is attached hereto as Exhibit B.
Item. 7. Material to be Filed as Exhibits.
A. Merger Agreement.
B. Stock Option, Pledge and Security Agreement.
C. Schedule 14D-9.
D. Joint Filing Agreement.
E. Power of Attorney.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
November 30, 1995 JFK Annuity Trust II*
November 30, 1995 JFK Annuity Trust III*
November 30, 1995 Jules F. Knapp Family Trust No. IV*
November 30, 1995 Jules F. Knapp*
November 30, 1995 Edwin Marks*
November 30, 1995 Nancy Marks*
November 30, 1995 Carol Marks*
November 30, 1995 Linda Marks*
November 30, 1995 Constance Rubenfein*
November 30, 1995 Marjorie Boas*
November 30, 1995 Andrew Boas*
November 30, 1995 Carol Boas*
November 30, 1995 Mark Claster*
November 30, 1995 Susan Claster*
November 30, 1995 Richard Boas*
November 30, 1995 Robert Davidoff*
November 30, 1995 David Gruber*
November 30, 1995 Robert Marks*
November 30, 1995 Carl Marks Foundation*
November 30, 1995 Elizabeth Boas*
November 30, 1995 Jeffrey L. Kenner*
November 30, 1995 The 1995 Martin R. Lewis GRAT #2*
November 30, 1995 Raymond D. Stevens, Jr.*
November 30, 1995 Aline L. Stevens*
November 30, 1995 Raymond D. Stevens, III*
November 30, 1995 R.D. Stevens, Jr. IRA*
<PAGE>
November 30, 1995 Annie E. Stevens
Trust No. 2.0.1*
November 30, 1995 Annie E. Stevens
Trust No. 3.0.2*
November 30, 1995 Annette Wells Stevens
Trust No. 2.0.4*
November 30, 1995 Annette Wells Stevens
Trust No. 3.0.5*
November 30, 1995 R.D. Stevens, Jr.
Trust No. 2.2.A*
November 30, 1995 R.D. Stevens, Jr.
Trust No. 2.3.B*
November 30, 1995 R.D. Stevens, Jr.
Trust No. 2.4.C*
November 30, 1995 George E. Stevens
Trust No. 3.2.AA*
November 30, 1995 George E. Stevens
Trust No. 3.3.BB*
November 30, 1995 George E. Stevens
Trust No. 3.4.CC*
November 30, 1995 Annette Stevens Wilton
Trust No. 2.O.W*
November 30, 1995 Annette Wells Stevens
Trust No. 3.O.W*
November 30, 1995 Annette Wells Stevens
Trust No. 2.5.W*
November 30, 1995 Wilfred J. Larson*
November 30, 1995 Robert O. Swados*
* By: Attorney-in-Fact or Trustee
<PAGE>
EXHIBIT INDEX
A. Agreement and Plan of Merger, dated as of November 4, 1995,
among the Company, Sherwin-Williams and SWACQ, Inc.,
incorporated herein by reference to Exhibit 1 of the
Company's Schedule 14D-9 filed November 9, 1995.
B. Stock Option, Pledge and Security Agreement, dated as of
November 4, 1995, among Sherwin-Williams, SWACQ, Inc.
and certain shareholders of the Company, incorporated by
reference to Exhibit 2 of the Company's Schedule 14D-9
filed November 9, 1995.
C. Schedule 14D-9.
D. Joint Filing Agreement.
E. Power of Attorney.
<PAGE>
EXHIBIT C
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
________________
PRATT & LAMBERT UNITED, INC.
(Name of Subject Company)
PRATT & LAMBERT UNITED, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
739732 10 5
(CUSIP Number of Class of Securities)
Joseph J. Castiglia
President and Chief Executive Officer
Pratt & Lambert United, Inc.
75 Tonawanda Street
Buffalo, New York 14207
(716) 873-6000
(Name, address and telephone number of person authorized
to receive notice and communications on behalf of the
person(s) filing statement)
With a copy to:
Frederick G. Attea, Esq. Stephen M Banker, Esq.
Phillips, Lytle, Hitchcock, Skadden, Arps, Slate,
Blaine & Huber Meagher & Flom
3400 Marine Midland Center 919 Third Avenue
Buffalo, New York 14203 New York, New York 10022
(716) 847-8400 (212) 735-3000
_________________________________________________________________
_________________________________________________________________
<PAGE>
ITEM 1. Security and Subject Company.
The name of the subject company is Pratt & Lambert
United, Inc., a New York corporation (the "Company"). The address
of the principal executive offices of the Company is 75 Tonawanda
Street, Buffalo, New York 14207. The title of the class of equity
securities to which this statement relates is the Company's
common stock, par value $.01 per share (the "Common Stock"),
together with the associated common share purchase rights (the
"Rights" and, together with the Common Stock, the "Shares")
issued pursuant to the Rights Agreement, dated as of January 31,
1989, as amended, between the Company and Mellon Securities Trust
Company, as Rights Agent (the "Rights Agreement").
ITEM 2. Tender Offer of the Bidder.
This statement relates to the cash tender offer made by
SWACQ, Inc., a New York corporation ("Purchaser") and a wholly-
owned subsidiary of The Sherwin-Williams Company, an Ohio
corporation ("Parent"), to purchase all outstanding Shares at a
price of $35.00 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated November 9, 1995 of
Purchaser (the "Offer to Purchase") and the related Letter of
Transmittal (which together constitute the "Offer"), disclosed in
a tender offer statement on Schedule 14D-1 filed with the
Securities and Exchange Commission (the "Commission") on November
9, 1995 (the "Schedule 14D-1").
The Offer is made pursuant to an Agreement and Plan of
Merger, dated as of November 4, 1995 (the "Merger Agreement"),
among Parent, Purchaser and the Company. The Merger Agreement
provides, among other things, that as soon as practicable after
the consummation of the Offer and satisfaction or waiver of all
remaining conditions to the Merger, Purchaser will be merged with
and into the Company, and the Company will continue as the
surviving corporation (the "Surviving Corporation").
Based on the information in the Schedule 14D-1, the
principal executive offices of Purchaser and Parent are located
at 101 Prospect Avenue, N.W., Cleveland, Ohio 44115-1075.
ITEM 3. Identity and Background.
(a) The name and address of the Company, which is the
person filing this statement, are set forth in Item 1 above.
(b) Each material contract, agreement, arrangement and
understanding or any actual or potential conflicts of interest
between the Company or its affiliates and (i) the Company, its
executive officers, directors or affiliates or (ii) Purchaser,
Parent, their executive officers, directors or affiliates, is set
forth below or described in the Company's Information Statement
pursuant to Section 14(f) of the Securities Exchange Act of 1934,
as amended, which is attached as Schedule I hereto and
incorporated herein by reference.
<PAGE>
Arrangements with Executive Officers, Directors or Affiliates of
the Company.
Employment Agreements. The Company has entered into
employment agreements with Joseph J. Castiglia, President, Chief
Executive Officer, Vice Chairman and director of the Company, and
with James R. Boldt and Randall L. Clark, executive officers of
the Company, and United Coatings, Inc., a wholly owned subsidiary
of the Company ("United Coatings"), has entered into employment
agreements with Jules F. Knapp, Vice Chairman and director of the
Company and President of United Coatings, and Joy Knapp, director
of the Company and Vice President, Marketing, of United Coatings
(each, an "Employment Agreement").
The Employment Agreement with Joseph J. Castiglia
(entered into effective as of January 1, 1983) is for a term
presently expiring on July 20, 1999 (the "Initial Expiration
Date"). The Employment Agreement may be terminated by Mr.
Castiglia or by the Company for cause at any time upon 90 days
written notice or by the Company without cause at any time on or
after the Initial Expiration Date or such earlier date designated
by the Company in a written notice to Mr. Castiglia, which date
may not be earlier than three years after the date on which such
notice is given. The Employment Agreement provides that in the
event of a Change in Control (as defined in his Employment
Agreement) during the term of his employment, Mr. Castiglia may
terminate his employment at any time prior to the termination of
his Employment Agreement, but in no event later than three years
after such Change in Control, upon 30 days written notice, in
which case he would be bound by a covenant of non-competition for
36 months following such termination and would be entitled to
receive (i) an initial fee in the amount of two times his annual
total compensation (based on his highest annual total
compensation earned with respect to the five year period
preceding the termination) and (ii) a monthly fee for 36 months
equal to 1/24 of his annual total compensation or, at his
request, a lump sum payment equal to the present value of such
fees discounted at the rate of 6% per annum. The merger of the
Company with United Coatings, Inc., predecessor to United
Coatings ("UCI"), consummated on August 4, 1994, constituted, and
the consummation of the Offer or the exercise of the Option (as
defined below) will constitute, a Change in Control for purposes
of Mr. Castiglia's Employment Agreement. Mr. Castiglia would
receive approximately $1,606,000 upon a qualifying termination of
employment following the exercise of the Option or the
consummation of the Offer in 1996.
The Employment Agreement between United Coatings and
Jules Knapp (entered into as of February 19, 1994) provides that
Mr. Knapp will serve as a director, president and chief executive
officer of United Coatings for a term expiring on June 30, 1999,
which term is subject to automatic annual renewal unless notice
of non-renewal is given by United Coatings or Mr. Knapp at least
90 days prior to the scheduled expiration date. Mr. Knapp's
annual compensation under his Employment Agreement includes a
$500,000 annual salary, certain perquisites and a performance
bonus of $100,000 for each year in which United Coatings has
EBITDA in excess of $10,000,000. Mr. Knapp's Employment Agreement
<PAGE>
provides that if his employment is terminated by United Coatings
other than for Cause (as defined in his Employment Agreement) or
by Mr. Knapp for Good Reason (including a Change in Control, as
defined in his Employment Agreement), Mr. Knapp would be entitled
to a lump-sum termination payment equal to his salary and
$100,000 per year until the later of the expiration date or
twenty-four months from the termination date, plus a $100,000
bonus for the year in which the termination occurred, prorated
through the termination date. Mr. Knapp's Employment Agreement
further provides that in no case, however, may Mr. Knapp receive
any payment or benefit in excess of 2.99 times his Base Amount
(as such term is defined in Section 280G of the Internal Revenue
Code, as amended, and hereafter referred to as the "Code"). The
consummation of the Offer or the exercise of the Option will
constitute a Change in Control as defined in Mr. Knapp's
Employment Agreement. It is estimated that Mr. Knapp would
receive approximately $1,790,000 upon a qualifying termination of
employment following the exercise of the Option or the
consummation of the Offer in 1996.
The Employment Agreement between United Coatings and
Joy Knapp (entered into as of August 4, 1994) provides that in
the event of termination of Ms. Knapp's employment after a Change
in Control (as defined in her Employment Agreement), Ms. Knapp
would be entitled to a lump sum payment equal to two times the
highest total salary payments made to her in any year plus bonus
earned with respect to services rendered to United Coatings
during such year. In no case, however, may Ms. Knapp receive any
payment or benefit in excess of 2.99 times her Base Amount. The
consummation of the Offer or the exercise of the Option will
constitute a Change in Control as defined in Ms. Knapp's
Employment Agreement. It is estimated that Ms. Knapp would
receive approximately $438,000 upon a qualifying termination of
employment following the exercise of the Option or the
consummation of the Offer in 1996.
The Employment Agreement with James Boldt (entered into
as of December 3, 1992 and amended as of October 30, 1995)
provides that Mr. Boldt will serve as Vice President of Finance
and Secretary and an employee of the Company. In the event of the
termination of employment by the Company without cause, Mr. Boldt
will be entitled to receive a monthly payment for two years after
the termination equal to 1/12 of the sum of the salary (based on
the highest salary paid by the Company to Mr. Boldt in any
calendar year) and bonus earned by Mr. Boldt with respect to
services rendered to the Company during such calendar year. If
Mr. Boldt terminates his employment within two years after a
Change in Control of the Company, Mr. Boldt will be entitled to
receive a lump sum payment equal in amount to three times the sum
of his salary (based upon the highest salary paid by the Company
to Mr. Boldt in any calendar year) and bonus earned by Mr. Boldt
with respect to services rendered to the Company during such
calendar year, less any amounts paid as set forth in the
preceding sentence. In no case, however, may Mr. Boldt receive
any payment or benefit in excess of 2.99 times his Base Amount.
The consummation of the Offer or the exercise of the Option will
<PAGE>
constitute a Change in Control as defined in the Employment
Agreement. It is estimated that Mr. Boldt would receive
approximately $406,000 upon a qualifying termination of
employment following the exercise of the Option or the
consummation of the Offer in 1996.
The Employment Agreement with Randall Clark (entered
into as of June 16, 1992) provides that Mr. Clark will serve as
Executive Vice President and Chief Operating Officer and an
employee of the Company. In the event of the termination of
employment by the Company without cause or if Mr. Clark
terminates his Employment Agreement on his failure to succeed Mr.
Castiglia as President and Chief Executive Officer, Mr. Clark
will be entitled to receive either (i) a monthly payment for two
years after the termination equal to 1/12 of the sum of the
salary (based on the highest salary paid by the Company to Mr.
Clark in any calendar year) and bonus earned by Mr. Clark with
respect to services rendered to the Company during such calendar
year, or (ii) a lump sum payment of the amounts described in (i)
above. In no case, however, may Mr. Clark receive any payment or
benefit in excess of 2.99 times his Base Amount. The consummation
of the Offer or the exercise of the Option will constitute a
Change in Control as defined in the Employment Agreement. It is
estimated that Mr. Clark would receive approximately $573,000
upon a qualifying termination of employment following the
exercise of the Option or the consummation of the Offer in 1996.
Severance Agreements. The Company currently is a party
to severance agreements ("Severance Agreements") with
approximately 21 employees. The Severance Agreements were adopted
by the Board of Directors on October 30, 1995, including adoption
of severance agreements for five executive officers of the
Company who are not directors of the Company. The Severance
Agreements provide for the payment of special severance benefits
to employees who are terminated within two years after a Change
in Control of the Company (as defined in the Severance
Agreements). In the event of the termination of employment
(including termination by the employee for Good Reason, as
defined in the Severance Agreement) within two years after a
Change in Control (as defined in the Severance Agreements) of the
Company, the employee will (except if termination is for
Disability or Cause, both as defined in the Severance Agreements)
be entitled to receive a lump sum payment equal in amount to his
salary and bonuses (based upon the highest salary earned by the
employee in any calendar year) less applicable employment taxes
multiplied by the number specified in the applicable Severance
Agreement. In no case, however, may the employee receive any
payment or benefit in connection with the consummation of the
Offer in excess of 2.99 times his Base Amount. The consummation
of the Offer or the exercise of the Option will constitute a
Change in Control as defined in the Severance Agreements.
Stock Options. The Company maintains the 1980 Stock
Option/Stock Appreciation Plan (the "1980 Plan"), the 1990 Stock
Option/Stock Appreciation Rights Plan (the "1990 Plan," together
with the 1980 Plan, the "Option Plans") and the 1994 Award and
Option Plan (the "1994 Plan"). No options have been granted under
the 1994 Plan.
<PAGE>
The Option Plans provide for the granting of non-
qualified and incentive stock options ("Employee Options") as
well as associated stock appreciation rights ("SARs"), to certain
key employees (including officers and salaried employee or
officer directors) of the Company and its Subsidiaries (as
defined in the Option Plans). The aggregate number of authorized
Shares available pursuant to the 1980 Plan and the 1990 Plan is 0
and 33,250, respectively. The exercise price of the Shares
covered by each Employee Option under the Option Plans may not be
less than 100% of the Fair Market Value (as defined in the Option
Plans) and not less than the par or stated value of such Shares
at the time such Employee Option is granted. The Option Plans
provide that if the employee ceases to be employed by the Company
or a Subsidiary of the Company for any reason other than death,
permanent disability or retirement, his Employee Option and
associated SARs will terminate immediately.
In accordance with the terms of the Merger Agreement,
each Employee Option which is outstanding immediately prior to
the consummation of the Merger, whether or not then vested or
exercisable, will be cancelled and the holder of such Employee
Option will receive an amount (subject to applicable withholding
taxes) in cash equal to the product of (a) the excess, if any, of
the price per Share to be paid in the Offer over the exercise
price per Share of such Employee Option, and (b) the number of
Shares subject to such Employee Option immediately prior to the
consummation of the Merger. The Merger Agreement further provides
that in the event any holder of an Employee Option is terminated
by the Company subsequent to the time a majority of the Board of
Directors of the Company consists of designees of Parent, the
Company shall provide to such employee the same payment specified
above, as if such employee had continued his employment through
the consummation of the Merger, unless a majority of directors of
the Company determines that such employee has been terminated for
being convicted of a felony involving moral turpitude or theft of
Company assets.
Set forth below is a table indicating the treatment in
the transaction of currently outstanding Employee Options under
the Option Plans held by executive officers and directors of the
Company. For purposes of the table, it has been assumed that
outstanding Employee Options will not be exercised.
Amounts Payable with respect to
Employee Options in the Merger
Number of Employee Amount Payable upon
Options/Weighted Cancellation of
Average Exercise Price Employee Options
R.D. Stevens, Jr. 72,000/$14.42 $1,482,000
J.J. Castiglia 123,000/$15.28 2,425,187
W.F. Bensman 27,000/$13.59 578,125
J.M. Culligan 6,000/$15.60 116,374
A.E. Floyd 30,000/$14.78 606,749
E.H. Hoerster 14,000/$17.06 251,124
<PAGE>
D.W. Smith 27,000/$13.59 578,125
R.L. Clark 24,000/$17.48 420,500
J.R. Boldt 49,000/$14.35 1,011,685
The United Coatings Shareholder Agreement and Related
Agreements. Pursuant to an Agreement and Plan of Merger dated
February 25, 1994, UCI was merged into the Company (the "United
Coatings Merger") on August 4, 1994 (the "United Coatings Merger
Effective Time"). Former UCI shareholders became shareholders of
the Company, and a new wholly owned subsidiary of the Company
named United Coatings was established, to which the assets and
business of the former UCI were transferred.
In connection with the United Coatings Merger, the
Company, most of the former UCI shareholders, who are now
shareholders of the Company ("UC Shareholders"), and Raymond D.
Stevens, Jr., Joseph J. Castiglia and James R. Boldt ("PL
Shareholders"), entered into a Shareholder Agreement on February
25, 1994 (the "Shareholder Agreement"). The Shareholder
Agreement, among other things, (a) restricts the exercise of
voting and other rights of ownership of Shares held by UC
Shareholders (and certain permitted, related transferees), (b)
requires that UC Shareholders and PL Shareholders vote for
certain nominees for director chosen by directors of the Company
that are not designees of UC Shareholders ("Non-Designee
Directors"), and vote on a number of other matters as recommended
by the Non-Designee Directors, and (c) imposes certain
restrictions on the transfer of Shares by UC Shareholders. The
Shareholder Agreement also requires the Company and PL
Shareholders to use their best efforts to cause designees of UC
Shareholders ("UC Designees") to be appointed to the Board of
Directors. The number of UC Designees, set at a maximum of six,
will depend on the number of Shares retained by UC Shareholders.
The Board of Directors of the Company has approved the transfer
of Shares by UC Shareholders pursuant to the Stock Option
Agreement (as defined below), and such transfer is no longer
subject to the transfer restrictions set forth in the Shareholder
Agreement. The Shareholder Agreement will terminate as a result
of the consummation of the transactions contemplated in the
Merger Agreement and the Stock Option Agreement (as defined
below).
The Company also entered into a Registration Rights
Agreement (the "Registration Rights Agreement") with the UC
Shareholders, pursuant to which the Company is required to
prepare and file and use its best efforts to cause to become
effective up to four registration statements to register under
the Securities Act of 1933 for distribution to the public the
Shares specified in a written request from UC Shareholders, upon
the terms and subject to the conditions set forth in the
Registration Rights Agreement. The Registration Rights Agreement
will terminate upon the consummation of the transactions
contemplated in the Merger Agreement and the Stock Option
Agreement.
In addition, the Company entered into a Right of First
Offer Agreement with Jules Knapp. Pursuant to this agreement, in
the event that the Company proposes to sell 50% or more of the
<PAGE>
voting securities of United Coatings, all or a substantial
portion of the assets of United Coatings or otherwise transfer
control of United Coatings (other than pursuant to a change in
control of the Company), to a person or entity not controlled by
the Company, Jules Knapp shall first be given the opportunity to
purchase all, but not less than all, of such voting securities or
assets. In connection with the execution of the Merger Agreement,
on November 4, 1995, the Company and Jules Knapp agreed to amend
the Right of First Offer Agreement providing for the expiration
of Jules Knapp's right to purchase such securities or assets upon
the earlier of (i) three years from November 4, 1995, (ii) the
termination of the Shareholder Agreement and (iii) the
consummation of the Offer and the payment for all the Shares
tendered and not withdrawn pursuant to the Offer.
The UC Shareholders also entered into an
Intershareholder Agreement (the "Intershareholder Agreement"),
pursuant to which the UC Shareholders allocated their rights
under the Shareholder Agreement. The Intershareholder Agreement
provides for, among other things, the selection of the UC
Designees and the exercise of the rights under the Shareholder
Agreement and the Registration Rights Agreement. The
Intershareholder Agreement will terminate upon consummation of
the transactions contemplated in the Merger Agreement and the
Stock Option Agreement.
Rights Agreement. On October 30, 1995, the Rights
Agreement was amended to the effect that neither the execution
nor the delivery of the Merger Agreement or the Stock Option
Agreement nor the consummation of the transactions contemplated
thereby will trigger the exercisability of the Rights, the
separation of the Rights from the stock certificates to which
they are attached, or any other provisions of the Rights
Agreement, including causing the occurrence of a Distribution
Date (as defined in the Rights Agreement).
Joy Knapp Loan. In connection with the United Coatings
Merger, certain outstanding United Coatings loans to employees
were cancelled and replaced by promissory notes dated August 4,
1994 (in the case of Joy Knapp, in the amount of $159,783). The
notes bear interest at a rate equal to 5.6% per annum and are
secured by a pledge on all the Shares owned by each United
Coatings employee.
UCI Leases. United Coatings leases substantially all
of its manufacturing and office facilities under noncancelable
operating leases expiring at various dates through December 1998.
Several of such leases are with Jules Knapp or his affiliates and
trusts for the benefit of his family (the "UCI Leases"). United
Coatings has paid $417,000 and $834,000 under the UCI Leases for
the period from August 4, 1994 to December 31, 1994, and for the
ten-month period ended October 31, 1995, respectively. Parent and
Purchaser have requested as a condition to the consummation of
the Merger that four of the UCI Leases be amended as of the
consummation of the Merger to provide for an option for United
Coatings to terminate the UCI Leases upon 90 days prior notice.
Such amendments will provide that in the event United Coatings
<PAGE>
terminates any of the UCI Leases, United Coatings is required to
return the property leased under such UCI Lease and pay to the
respective landlord the lesser of (i) the monthly rental payments
due under such UCI Lease for the six month period following the
termination of such UCI Lease and (ii) the monthly rental
payments under such UCI Lease for the period commencing on the
termination of such UCI Lease until the end of the primary term
of such UCI Lease.
Jules Knapp Noncompetition Agreement. At the
insistence of Parent and to induce Parent to enter into the
Merger Agreement, Jules Knapp has agreed to enter into a
Noncompetition Agreement with the Company pursuant to which Jules
Knapp will agree, during the term of his employment with the
Company, Parent or any of their affiliates and for a period of 24
months from the termination of any such employment, not to (i)
own, manage, operate, control or participate in the ownership,
management, operation or control of, or be connected as an
officer, employee, director, consultant or have any principal
financial interest in, or aid or assist any person or entity
other than Parent and its affiliates, in the conduct of, any
business, venture or activity which manufactures, distributes or
sells architectural paints and coatings or (ii) recruit or
otherwise seek to induce any employees of Parent or its
affiliates to terminate their employment or violate any agreement
with or duty to Parent or any of its affiliates, in the United
States, Canada, Mexico, Central America or South America.
Capital Accumulation Program. In connection with the
execution of the Merger Agreement, the Company amended its
capital accumulation program to permit its Annual Employer Stock
Contribution (as defined in such program), to be made prior to
year end based on estimated covered compensation, to permit
matching contributions to be made with consideration other than
Shares, and to permit such funds to be invested in any of the
other investment media available under such program. The Company
also intends to make a discretionary contribution of up to
$400,000 to the payroll-based employee stock ownership plan
("PAYSOP") portion of such program by December 31, 1995.
Arrangements with Parent, Purchaser or their Affiliates.
The Merger Agreement.
The following is a summary of the material terms of the
Merger Agreement. A copy of the Merger Agreement is filed as
Exhibit 1 to this Schedule 14D-9 and is incorporated herein by
reference. This summary is not a complete description of the
terms and conditions of the Merger Agreement and is qualified in
its entirety by reference to the full text thereof. Capitalized
terms not defined herein have the meaning given to them by the
Merger Agreement.
The Offer. The Merger Agreement provides that Purchaser
will commence the Offer and that, upon the terms and subject to
the prior satisfaction or waiver of the conditions of the Offer,
Purchaser will purchase all Shares validly tendered pursuant to
<PAGE>
the Offer. The Merger Agreement provides that Purchaser may
modify the terms of the Offer, including without limitation,
except as provided below, extending the Offer beyond any
scheduled Expiration Date, except that, without the written
consent of the Company, Purchaser will not decrease the purchase
price paid in the Offer, decrease the number of Shares sought in
the Offer, change the form of consideration payable in the Offer,
make any other change which is materially adverse to the holders
of Shares or modify or add to the conditions of the Offer
specified in Section 14 of the Offer to Purchase. Notwithstanding
the foregoing, except for one discretionary ten business day
extension, the Offer may not be extended beyond any scheduled
Expiration Date unless any of the conditions specified in Section
14 of the Offer to Purchase shall not have been satisfied;
provided, however, that the Offer may not be extended beyond
January 31, 1996 unless (i) the FTC or the Antitrust Division
shall have requested additional information from Parent or the
Company or any of their respective affiliates, in which case the
Offer may be extended as necessary to comply with such request up
to, but in no event later than, June 30, 1996, or (ii) at the
time of extension an Acquisition Proposal (as defined below)
exists. During any such extension, all Shares previously tendered
and not withdrawn will remain subject to the Offer, subject to
the rights of a tendering shareholder to withdraw its Shares.
The Merger. The Merger Agreement provides that, subject
to the terms and conditions thereof, and in accordance with New
York Law, Purchaser shall be merged with and into the Company as
soon as practicable after satisfaction or waiver of the
conditions set forth in the Merger Agreement (the "Effective
Time"). The Merger shall become effective upon the filing of a
Certificate of Merger with the Department of State of the State
of New York (or such later date as is specified in the
Certificate of Merger). As a result of the Merger, the separate
corporate existence of Purchaser will cease and the Company will
continue as the Surviving Corporation. In the Merger, each issued
and outstanding Share (other than Shares owned directly or
indirectly by Parent or any of its subsidiaries or by the Company
as treasury stock, and other than Shares owned by shareholders
who have properly exercised rights of appraisal under Sections
623 and 910 of New York Law) will be converted into the right to
receive $35.00 per Share, without interest, and each issued and
outstanding share of common stock of Purchaser will be converted
into one fully paid and non-assessable share of common stock of
the Surviving Corporation (which will constitute the only issued
and outstanding capital stock of the Surviving Corporation).
The Merger Agreement provides that the certificate of
incorporation and by-laws of Purchaser at the Effective Time will
be the certificate of incorporation and by-laws of the Surviving
Corporation. The Merger Agreement also provides that the
directors of Purchaser at the Effective Time will be the
directors of the Surviving Corporation, and the officers of
Purchaser at the Effective Time will be the officers of the
Surviving Corporation.
<PAGE>
The Company's Board of Directors. The Merger Agreement
provides that, commencing upon the purchase of Shares pursuant to
the Offer or the purchase of Option Shares (as defined below)
pursuant to the Stock Option Agreement (as defined below), and
from time to time thereafter, Parent will be entitled to
designate such number of directors, rounded up to the next whole
number, on the Board of Directors of the Company as is equal to
the product of the total number of directors on the Board
multiplied by the percentage that the aggregate number of Shares
beneficially owned by Parent and Purchaser (including the Option
Shares) bears to the total number of Shares then outstanding, and
the Company has agreed to take all action necessary to cause the
Parent's designees to be elected or appointed to the Company's
Board of Directors (including to cause directors to resign).
Notwithstanding the foregoing, until the Effective Time, the
Company has agreed to use reasonable efforts to retain as members
of the Board of Directors at least two directors who are
directors of the Company on the date of the Merger Agreement
("Company Designees"). In the event of the resignation of any or
all of the Company Designees, the remaining Company Designees
(or, if no other Company Designee shall remain on the Board, the
last resigning Company Designee) have the right to appoint a
successor or successors to serve as Company Designees. Parent and
Purchaser have agreed to cause each such appointment to become
effective. The Company's obligation to appoint Parent's designees
to the Board of Directors is subject to Section 14(f) of the
Exchange Act and Rule 14f-1 promulgated thereunder. The Merger
Agreement also provides that following the election or
appointment of Parent's designees to the Company's Board of
Directors any amendment of the Merger Agreement, any termination
of the Merger Agreement by the Company, any extension of time for
performance of any of the obligations of Purchaser or Parent
under the Merger Agreement, any waiver of any condition to the
obligations of the Company or any of the Company's rights under
the Merger Agreement or other action by the Company under the
Merger Agreement may be effected only by the action of a majority
of the directors of the Company then in office who are Company
Designees; provided, that if there are no such directors, such
actions may be effected by majority vote of the entire Board of
Directors.
Shareholders Meeting. Pursuant to the Merger
Agreement, the Company will, if required by applicable law in
order to consummate the Merger, duly call and hold a special
meeting of its shareholders (the "Special Meeting") as soon as
practicable following the acceptance for payment and purchase of
Shares by the Purchaser pursuant to the Offer for the purpose of
voting upon the Merger Agreement and the Merger. The Merger
Agreement provides that in connection with the Special Meeting,
the Company will (i) promptly after the consummation of the Offer
prepare and file with the Commission a proxy statement and other
proxy materials relating to the Merger and the Merger Agreement
and (ii) use its best efforts to obtain the necessary approvals
of the Merger and the Merger Agreement by its shareholders. In
addition, if requested by Parent or Purchaser and in anticipation
of (and prior to) the purchase of Shares by Purchaser pursuant to
the Offer, the Company will (i) file with the Commission a proxy
<PAGE>
statement and all other proxy materials, which materials will be
prepared by and reasonably acceptable to the Company, and (ii)
call the Special Meeting. If Purchaser acquires at least two-
thirds of the outstanding Shares (or if the number of Shares
acquired by Purchaser together with the number of Option Shares
total at least two-thirds of the outstanding Shares), Purchaser
will have sufficient voting power to approve the Merger, even if
no other shareholder votes in favor of the Merger. The Company
has agreed, subject to the limitations described below under the
heading "No Solicitation," to include in the proxy statement the
recommendation of the Board of Directors that shareholders of the
Company vote in favor of the approval of the Merger and the
adoption of the Merger Agreement.
Interim Operations. In the Merger Agreement, the
Company has agreed that, except as expressly contemplated by the
Merger Agreement or agreed to by Parent, prior to the Effective
Time the business of the Company and its subsidiaries shall be
conducted only in the usual, regular and ordinary course, in
substantially the same manner as previously conducted and in
substantial compliance with all applicable laws and regulations,
and, to the extent consistent therewith, the Company and each of
its subsidiaries will use its reasonable efforts to preserve
intact its business organization, keep available the services of
its present officers and employees, and preserve its
relationships with customers, suppliers, licensors, licensees,
distributors, and others having business relationships with it.
In addition, except as expressly contemplated by the Merger
Agreement or agreed to by Parent, without the prior written
consent of each of the Company and its subsidiaries will not: (i)
declare, set aside or pay any dividends on or make other
distributions in respect of any of its capital stock, except that
the Company may continue the declaration and payment of regular
quarterly cash dividends on its Common Stock of not more than
$0.16 per share of Common Stock; (ii) split, combine or
reclassify any of its capital stock or issue or authorize or
propose the issuance of any other securities in respect of, in
lieu of or in substitution for shares of its capital stock; (iii)
purchase, redeem or otherwise acquire, any shares of its capital
stock or any other securities thereof or any rights, warrants or
options to acquire, any such shares or other securities; (iv)
issue, grant, deliver or sell, or authorize or propose the
issuance, delivery or sale of, pledge or otherwise encumber any
shares of its capital stock of any class, any voting debt or any
securities convertible into, or any rights, warrants, calls,
subscriptions or options to acquire any such shares, voting debt
or convertible securities other than to Purchaser pursuant to the
Merger Agreement and the Offer (other than in connection with the
exercise of Employee Options outstanding on the date of the
Merger Agreement); (v) amend or propose to amend its Restated
Certificate of Incorporation or By-Laws or any other
organizational or charter document; (vi) directly or indirectly,
(a) acquire or agree to acquire by merging or consolidating with,
or by purchasing a substantial equity interest in or a
substantial portion of the assets of, or by any other manner, any
person, or (b) acquire or agree to acquire any assets, in either
case other than in the ordinary course of business and consistent
<PAGE>
with past practices; (vii) except in the ordinary course of
business and consistent with past practices, sell, lease,
license, encumber or otherwise dispose of any of its assets,
other than as may be required by law or to consummate the
transactions contemplated by the Merger Agreement; (viii) incur
any indebtedness for borrowed money under existing credit
facilities exceeding in the aggregate $135,000,000, or guarantee
any such indebtedness or issue or sell any debt securities or
warrants or rights to acquire any debt securities of such party
or guarantee any debt securities of others, other than the
extension of trade credit in the ordinary course of business and
consistent with past practices; (ix) enter into, adopt, amend
(except as may be required by law or regulation) or terminate any
Benefit Plan (as defined in the Merger Agreement) or other
employee benefit plan, or any agreement, arrangement, plan or
policy between the Company or any of its subsidiaries and one or
more of its directors, officers or employees; (x) except for
normal compensation increases in the ordinary course of business
and consistent with past practices (a) increase in any manner the
compensation or fringe benefits of any director, officer or
employee, (b) pay any benefit not required by any plan and
arrangement as in effect as of the date of the Merger Agreement,
(c) grant any options, stock appreciation rights, phantom stock
or performance units, or (d) enter into any contract, agreement,
commitment or arrangement to do any of the foregoing; (xi) make
or agree to make any capital expenditure in excess of $8,000,000;
(xii) make any material tax election or settle or compromise any
material tax liability; or (xiii)willfully and/or knowingly (a)
take or agree or commit to take any action that would make any
representation and warranty of the Company contained in the
Merger Agreement inaccurate at, or as of any time prior to, the
Effective Time, or (b) omit or agree to omit to take any action
necessary and prudent to prevent any such representation or
warranty from being inaccurate at any such time.
No Solicitation. In the Merger Agreement, the Company
has agreed that none of the Company, any of its subsidiaries or
any of their respective officers, directors, employees, financial
advisors, investment bankers, attorneys, or other advisors or
representatives will, directly or indirectly, (i) take any action
to solicit, initiate or encourage any offer or proposal for, or
any indication of interest in, a merger, consolidation or other
business combination involving the Company or any of its
subsidiaries or any proposal or offer to acquire in any manner,
directly or indirectly, 10% or more of any class of voting
securities of the Company or any of its subsidiaries or a
substantial portion of the assets of the Company or any of its
subsidiaries, other than the transactions contemplated by the
Merger Agreement (an "Acquisition Proposal"), or (ii) engage in
negotiations or discussions regarding or disclose any information
relating to the Company or any of its subsidiaries or afford
access to the properties, books or records of the Company or any
of its subsidiaries to any person that may be considering making,
or has made, an Acquisition Proposal. In addition, the Merger
Agreement prohibits the Board of Directors of the Company
(including any committee thereof) from withdrawing or modifying
in a manner adverse to Parent the approval and recommendation of
<PAGE>
the Offer, the Merger Agreement, the Merger or the Stock Option
Agreement or approve or recommend any Acquisition Proposal.
Notwithstanding the foregoing, the Merger Agreement provides that
(i) the Company may participate in discussions or negotiations
with or furnish information to any third party which makes a
written Acquisition Proposal which either (x) is not subject to a
financing contingency and involves the purchase for cash of 100%
of the Company's Common Stock at a price per share greater than
the purchase price of the Offer or (y) provides for the
acquisition of 100% of the Company's Common Stock for
consideration, not consisting entirely of cash, which the
Company's Board of Directors determines, based on the advice of
its financial advisor, is financially superior to the purchase
price of the Offer (in the case of either (x) or (y), a "Superior
Proposal"), and (ii) the Board of Directors or any committee
thereof may withdraw or modify in a manner adverse to Parent the
approval or recommendation of the Merger Agreement, the Offer,
the Merger or Stock Option Agreement and may approve or recommend
any such Superior Proposal, if, in the case of either (i) or
(ii), the Board of Directors of the Company determines (and is
advised by its outside legal counsel) that the failure to take
such action would constitute a breach of its fiduciary duties.
The Company has agreed (i) to notify Parent promptly after
receipt of any Acquisition Proposal (or any indication that any
person is considering making an Acquisition Proposal) or any
request for non-public information relating to the Company or any
of its subsidiaries or for access to the properties, books or
records of the Company or any of its subsidiaries by any person
that may be considering making, or has made, an Acquisition
Proposal, and (ii) to keep Parent fully informed of the status
and details of any such Acquisition Proposal, indication or
request.
Directors' and Officers' Insurance; Indemnification.
The Merger Agreement provides that Parent shall maintain in
effect, for a period of six years after the Effective Time, the
existing policies of directors' and officers' liability insurance
maintained by the Company and its subsidiaries, covering those
persons who were covered by such policies on the date of the
Merger Agreement, with respect to matters arising before the
Effective Time; provided that Parent may substitute therefor
policies of at least the same coverage and amounts containing
terms and conditions which are no less advantageous in any
material respect to the parties covered by such policies. The
Merger Agreement provides that Parent shall not be required to
pay an annual premium for such insurance in excess of 150% of the
last annual premium paid by the Company prior to the date of the
Merger Agreement, and if the annual premium of such insurance
coverage exceeds that amount, Parent shall purchase as much
coverage as possible for such amount.
The Merger Agreement also provides that from and after
the Effective Time, Parent and the Surviving Corporation shall
indemnify, defend and hold harmless each person who was an
officer or director of the Company or any of its subsidiaries on
the date of the Merger Agreement or any time prior to the date
thereof ("Indemnified Parties") against all losses, claims,
<PAGE>
damages, costs, expenses (including attorneys' fees and
expenses), liabilities or judgments or amounts that are paid in
settlement with the approval of the indemnifying party (which
approval shall not be unreasonably withheld) of or in connection
with any threatened or actual claim, action, suit, proceeding or
investigation based in whole or in part on, or arising in whole
or in part out of, the fact that such person was a director,
officer, employee or agent of the Company or any of its
subsidiaries (including service as a fiduciary of any employee
benefit plan), whether (i) pertaining to any matter existing or
occurring at or prior to the Effective Time, to the fullest
extent permitted by New York Law, or (ii) based in whole or in
part on the Merger Agreement or the transactions contemplated by
the Merger Agreement.
Company Stock Options. Pursuant to the Merger
Agreement, immediately prior to the Effective Time, each of the
then outstanding employee stock options to purchase Common Stock
(the "Employee Options") granted under any employee stock option
or compensation plan or arrangement of the Company (the "Company
Stock Plans"), whether or not then vested or exercisable, shall
be cancelled, and each holder of any such Employee Option shall
be paid by the Company at the Effective Time for each such
Employee Option an amount in cash (subject to any applicable
withholding taxes) determined by multiplying (i) the excess, if
any, of the price per Share paid in the Offer over the applicable
exercise price of such Employee Option by (ii) the number of
shares of Common Stock such holder could have purchased (assuming
full vesting of all Employee Options) had such holder exercised
such Employee Option in full immediately prior to the Effective
Time. In the event any holder of a Employee Option who is an
employee is terminated by the Company subsequent to the time a
majority of the members of the Company's Board of Directors
consists of designees of Parent and prior to the cancellation of
the Employee Options as described above, the Company shall
provide such employee the same payment described above, as if
such employee had continued employment through the Effective
Time, unless a majority of the directors of the Company
determines that the employee was terminated as a result of being
convicted of a felony involving moral turpitude or theft of
Company assets. Prior to the Effective Time, the Company will use
its best efforts to obtain any necessary consents and make any
amendments to the terms of the Company Stock Plans to the extent
such consents or amendments are necessary to give effect to the
foregoing. Payment by the Company may be withheld in respect of
any Employee Option until necessary consents are obtained.
Conditions to the Merger. The Merger Agreement
provides that the respective obligations of the Company, Parent
and Purchaser to consummate the Merger are subject to the
satisfaction of the following conditions: (i) if required by New
York Law, the Merger Agreement shall have been adopted by the
shareholders of the Company in accordance with New York Law; (ii)
any applicable waiting period under the HSR Act relating to the
Merger shall have expired or have been terminated; (iii) no
provision of any applicable law or regulation and no judgment,
injunction, order or decree shall be issued which would prohibit
the consummation of the Merger; and (iv) Parent or Purchaser
<PAGE>
shall have purchased Shares pursuant to the Offer or the Stock
Option Agreement.
Representations and Warranties. In the Merger
Agreement, the Company has made customary representations and
warranties to Parent and Purchaser with respect to, among other
things, its organization, capitalization, financial statements,
public filings, labor relations, conduct of business, employee
benefit plans, insurance, compliance with laws, litigation,
environmental matters, tax matters, property, contracts and
agreements, consents and approvals, opinions of financial
advisors, undisclosed liabilities and the absence of certain
changes with respect to the Company since December 31, 1994.
Termination; Fees. The Merger Agreement may be
terminated at any time prior to the Effective Time, whether
before or after approval by the shareholders of the Company, (i)
by the mutual consent of the Company and Parent; (ii) by the
Company (A) if there has been a material breach of any
representation, warranty, covenant or agreement on the part of
Parent set forth in the Merger Agreement which breach has not
been cured, in the case of a representation or warranty, prior to
the Effective Time or, in the case of a covenant or agreement,
within thirty days following receipt by Parent of notice of such
breach (provided that such right to terminate shall expire on the
date on which Parent or Purchaser beneficially owns a majority of
the Shares (including the Option Shares) and Parent's designees
constitute the requisite percentage (but not less than a
majority) of the members of the Board of Directors of the Company
specified in the Merger Agreement), or (B) if there shall be any
law or regulation that makes consummation of the Merger illegal
or if any judgment, injunction or other order of a court or other
authority having jurisdiction preventing the consummation of the
Merger shall have become final and non-appealable; (iii) by
Parent (A) if there has been a material breach of any
representation, warranty, covenant or agreement on the part of
the Company set forth in the Merger Agreement which breach has
not been cured, in the case of a representation or warranty,
prior to the Effective Time or, in the case of a covenant or
agreement, within thirty days following receipt by the Company of
notice of such breach (provided that such right to terminate
shall expire on the date on which Parent or Purchaser
beneficially owns a majority of the Shares (including the Option
Shares) and Parent's designees constitute the requisite
percentage (but not less than a majority) of the members of the
Board of Directors of the Company specified in the Merger
Agreement), (B) if there shall be any law or regulation that
makes consummation of the Merger illegal or if any judgment,
injunction or other order of a court or other competent authority
preventing the consummation of the Merger shall have become final
and non-appealable, or (C) if Jules F. Knapp, a director of the
Company, fails to execute and deliver to Parent a noncompetition
agreement within fifteen business days following the execution of
the Merger Agreement (which agreement was executed and delivered
as of November 5, 1995); (iv) by either the Company or Parent if
the Offer has not been consummated by January 31, 1996 (the
"Outside Termination Date"); provided that if an HSR Authority
<PAGE>
shall have requested additional information from any of the
parties hereto or any of their affiliates pursuant to 15 U.S.C.
Section 18a(e)(1) or the rules and regulations thereunder on or
prior to January 31, 1996, Parent may elect to change the Outside
Termination Date from time to time, to the extent necessary to
satisfy the requirements of the HSR Act provided that the Outside
Termination Date will not be later than June 30, 1996 and
provided further that the Merger Agreement has not been
terminated by the Company pursuant to the terms of the Merger
Agreement prior to the date of such election; and further
provided that notwithstanding the preceding proviso to the
contrary, if an Acquisition Proposal is made prior to the
consummation of the Offer, Parent may elect to extend the Outside
Termination Date in increments of not more than ten business
days, provided that an Acquisition Proposal continues to exist at
the time of any such election and the Agreement has not been
terminated by the Company prior thereto; (v) by Parent upon the
occurrence of a "Trigger Event" (as defined below); provided that
such right to terminate shall expire on the date on which Parent
or Purchaser beneficially owns a majority of the outstanding
Shares (including the Option Shares) and Parent's designees
constitute the requisite percentage (but not less than a
majority) of the members of the Board of Directors of the Company
specified in the Merger Agreement; (vi) by Parent, if Parent
shall have received any communication from an HSR Authority
(which communication shall be confirmed to the Company) that
causes Parent reasonably to believe that any HSR Authority has
authorized the initiation of litigation or an administrative
proceeding challenging the transactions contemplated by the
Merger Agreement under U.S. antitrust laws, which litigation or
administrative proceeding will include a motion seeking an order
or injunction prohibiting the consummation of any of the
transactions contemplated by the Merger Agreement; (vii) by the
Company, if Parent does not commence the Offer within five
business days following the public announcement of the terms of
the Merger Agreement or if the Offer expires by its terms and
Purchaser shall not have purchased any Shares pursuant to the
Offer; and (viii) by Parent, if (A) the Stock Option Agreement is
breached by an Option Shareholder or (B) if the Stock Option
Agreement (or any material provisions thereof) is terminated or
held by a court to be unenforceable for any reason or if the
Company or any Option Shareholder asserts or states an intention
to assert any such enforceability and, in any such case, as a
result thereof, Parent concludes in its reasonable discretion
that its ability to consummate the transactions contemplated by
the Merger Agreement has been materially impaired or such
consummation will be materially delayed or rendered materially
more expensive.
If the Merger Agreement is terminated by Parent (a)
pursuant to its right described in clause (v) or (viii) of the
preceding paragraph following the occurrence of any Trigger
Event, or (b) pursuant to its right described in clause (iii)(A)
of the preceding paragraph and within six months after such
termination a Trigger Event (other than an event described in
clause (ii) of the following paragraph) occurs with respect to
any person with whom the Company or any of its directors,
<PAGE>
officers, employees, financial advisors, investment bankers,
attorneys or other advisors engaged in negotiations, or
discussions regarding, or disclosed any information regarding, a
possible Acquisition Proposal since June 30, 1995, then, in
either such case, the Company will be obligated to pay Parent, in
respect of Parent's expenses and lost opportunity costs, an
amount in immediately available funds equal to $15,000,000.
As used herein, the term "Trigger Event" means each of
the following events: (i) the Company shall have entered into, or
shall have publicly announced its intention to enter into, an
agreement or agreement in principle with respect to any
Acquisition Proposal or similar business combination or
transaction other than the transactions contemplated by the
Merger Agreement; (ii) the Board of Directors of the Company or
any committee thereof shall have withdrawn or materially and
adversely modified its approval or recommendation of the Offer or
the Merger Agreement; (iii) the Board of Directors of the Company
or any committee thereof shall have made any recommendation with
respect to an Acquisition Proposal by any person (other than
Parent) other than a recommendation rejecting or against such
Acquisition Proposal; (iv) the Company receives any Acquisition
Proposal by any person (other than Parent), and the Company's
Board of Directors takes a neutral position or makes no
recommendation with respect to such Acquisition Proposal after a
reasonable amount of time (and in no event more than five
business days) has elapsed for the Company's Board of Directors
to review and make a recommendation with respect to such
Acquisition Proposal consistent with the Board's fiduciary
duties; or (v) any person or "group" (within the meaning of
Section 13(d)(3) of the Exchange Act) other than Parent or any of
its affiliates and the Option Shareholders shall have become the
beneficial owner (determined pursuant to Rule 13d-3 under the
Exchange Act) of at least 20% of any class of shares of capital
stock of the Company (including the Shares) or shall have
acquired, directly or indirectly, at least 20% of the assets or
earning power of the Company, other than acquisitions of
securities for bona fide arbitrage purposes only.
The Merger Agreement provides that if the Merger
Agreement is terminated by Parent or by the Company, but Parent
or Purchaser subsequently purchases Option Shares pursuant to the
Stock Option Agreement, then Parent and Purchaser will, as soon
as reasonably practical following the purchase of such Option
Shares, commence a cash tender offer to purchase all of the
Shares not owned by Parent or Purchaser at a price of $35.00 per
Share. Parent and Purchaser have agreed to accept all Shares
tendered into such offer, subject only to the conditions set
forth in paragraphs (a) and (b) of Section 14 of the Offer to
Purchase.
The Stock Option Agreement.
Simultaneously with the execution of the Merger
Agreement, certain shareholders of the Company, including seven
directors of the Company (collectively, the "Option
Shareholders"), entered into a Stock Option, Pledge and Security
<PAGE>
Agreement (the "Stock Option Agreement") with Parent and
Purchaser. The following is a summary of the material terms of
the Stock Option Agreement. This summary is not a complete
description of the terms and conditions thereof and is qualified
in its entirety by reference to the full text thereof which is
incorporated herein by reference and a copy of which is attached
hereto as Exhibit 2.
Pursuant to the Stock Option Agreement, the Option
Shareholders have irrevocably granted to Parent and Purchaser an
option ("Option") to purchase an aggregate of 4,563,651
outstanding Shares, representing approximately 40% of the Shares
outstanding as of the date of the Merger Agreement on a fully
diluted basis (the "Option Shares"), which Option is exercisable
by Parent or Purchaser at any time on or after January 2, 1996.
The Stock Option Agreement provides that if the Offer is
consummated on or prior to December 31, 1995, either Parent or
Purchaser is required to exercise the Option not later than
January 4, 1996. The Stock Option Agreement also provides,
however, that if the Expiration Date is extended to 5:00 p.m.,
New York City time, on January 5, 1996 or any later time, the
Option Shareholders are required to tender the Option Shares into
the Offer not later than January 3, 1996. The Stock Option
Agreement generally does not prohibit an Option Shareholder from
tendering Option Shares into the Offer prior to any such
extension of the Expiration Date. However, the Option
Shareholders have agreed that if the purchase price of the
Offer is for any reason increased, then (i) the Option
Shareholders will not tender their Option Shares into the Offer
after the first public announcement of such increase, and (ii) if
any Option Shares were tendered into the Offer prior to the first
public announcement of such increase, the tendering Option
Shareholders will promptly withdraw their tenders of such Option
Shares. Parent and Purchaser do not know if any Option Shares
will be tendered in response to the Offer prior to January 2,
1996, although they have been advised that certain of the Option
Shareholders presently do not expect to tender their Shares until
1996.
In connection with the Stock Option Agreement, the
Option Shareholders have made certain customary representations,
warranties and covenants, including with respect to (i) ownership
of the Shares, (ii) the Option Shareholders' authority to enter
into and perform their obligations under the Stock Option
Agreement, (iii) the ability of the Option Shareholders to enter
into the Stock Option Agreement without violating other
agreements to which they are party, (iv) the absence of liens and
encumbrances on and in respect of the Option Shares and (v)
restrictions on the transfer of the Option Shares. In addition,
the Option Shareholders have (i) granted to Parent, its officers
and certain other persons an irrevocable proxy to exercise any
and all voting and other rights with respect to the Option
Shares; (ii) irrevocably appointed each of the foregoing as the
Option Shareholders' attorney-in-fact, with irrevocable
instructions (a) validly to tender the Option Shares into the
Offer if the Option Shareholders are so required under the Stock
Option Agreement, (b) properly to withdraw the Option Shares from
<PAGE>
the Offer if the Option Shareholders are so required under the
Stock Option Agreement and (c) to execute any instrument of
transfer and/or other documents and do all such other acts and
things as may in the opinion of such persons be necessary or
expedient for the purpose of, or in connection with, tendering or
withdrawing such Option Shares into or from the Offer, to the
extent required by the Stock Option Agreement; and (iii) agreed
not to exercise or attempt to exercise any rights pertaining to
the Option Shares without the prior consent of Parent. The Option
Shareholders have also irrevocably pledged the Option Shares to
Purchaser, and granted Purchaser security interests therein, to
secure the due and prompt performance of the Option Shareholders'
obligations under the Stock Option Agreement.
Purchaser and Parent have agreed to indemnify, defend
and hold harmless, for a period of not less than six years, each
Option Shareholder against all losses, claims, damages, costs,
expenses (including attorneys' fees and expenses), liabilities or
judgments or amounts that are paid in settlement or in connection
with any threatened or actual claim, action, suit, proceeding or
investigation based in whole or in part on, or arising in whole
or in part out of, such Option Shareholder's execution or
performance of, or the consummation of the transactions
contemplated by, the Stock Option Agreement. However, neither
Purchaser nor Parent will indemnify any Option Shareholder for
any such losses based in whole or in part on, or arising in whole
or in part out of, (i) the breach of such Option Shareholder's
representation, warranty or covenant set forth in the Stock
Option Agreement, other than any challenges to the enforceability
of the Stock Option Agreement based on fiduciary duty arguments,
(ii) any willful act which, to the knowledge of such Option
Shareholder, constituted a violation or breach of any statute,
rule, regulation, agreement or understanding which applies to
such Option Shareholder or to which such Option Shareholder is a
party, or (iii) fraud by such Option Shareholder.
The Confidentiality Agreement
On August 22, 1995, the Company and Parent entered into
a confidentiality agreement (the "Confidentiality Agreement"),
pursuant to which the Company agreed to provide certain
information to Parent and Parent agreed to treat such information
as confidential and to use such information solely in connection
with the evaluation of a possible transaction with the Company.
Parent also agreed that for a period of three years from the date
of execution of the Confidentiality Agreement, without the prior
written consent of the Company, it would not, among other things,
take any action that would cause or facilitate the acquisition by
any person, including the Purchaser or its affiliates, of any
securities or assets of the Company or any of its subsidiaries or
solicit for employment or employ any person who is now employed
by the Company or any of its subsidiaries and who is identified
by the Parent as a result of its evaluation or otherwise in
connection with the possible acquisition of the Company. The
foregoing is a summary of the material terms of the
Confidentiality Agreement and is qualified in its entirety by
reference to the text of the Confidentiality Agreement, a copy of
which is filed as Exhibit 3 hereto and is incorporated herein by
reference.
<PAGE>
ITEM 4. The Solicitation or Recommendation.
(a) Recommendation of the Board of Directors.
The Company's Board of Directors has approved the
Merger Agreement and the transactions contemplated thereby and
determined that the Offer and the Merger are fair to, and in the
best interest of, the shareholders of the Company. The Board of
Directors recommends that (i) all holders of Shares who wish to
receive cash for their Shares during 1995 tender their Shares
pursuant to the Offer and (ii) all holders of Shares tender their
Shares in the event the Offer is extended beyond December 31,
1995. See Item 8 -- Federal Income Tax Considerations.
(b) Background; Reasons for the Recommendation.
Starting in March 1995, the Board of Directors
began to give consideration to a public offering of Shares for
the purpose of (i) gaining an alternative source of financing,
(ii) increasing the public float of the Shares with the goals of
increasing liquidity and favorably impacting the price of the
Shares and (iii) responding to the request of certain
shareholders of the Company that they were interested in selling
a portion of their Shares pursuant to the Registration Rights
Agreement. The Company commenced discussions with Merrill Lynch &
Co. ("Merrill Lynch"), which would act as underwriter for such
public offering. Over the next several months, the Company
continued to prepare for such public offering.
As a result of the trend toward consolidation in the
paint and coatings industry, including the acquisition of Grow
Group, Inc. ("Grow") at a price which the Company deemed
favorable to Grow's shareholders, the Company determined to
explore whether it might be able to achieve substantial value for
its shareholders. On June 26, 1995, the Board of Directors
determined that, before proceeding with the public offering, it
would engage Merrill Lynch for the purpose of exploring such
opportunities.
On July 14, 1995, the Company engaged Merrill Lynch to
act as its financial advisor, with the following understanding:
(i) Merrill Lynch understood that the Company was not for sale
and had not determined to seek a buyer for all or any part of the
Company; (ii) the initial purpose of Merrill Lynch's engagement
was to conduct a limited inquiry to determine whether there would
be any interest on the part of three companies identified by the
Company (the "Candidates"), including Parent, to acquire the
Company in a transaction which would provide a high level of
consideration to shareholders; and (iii) in the event the Company
determined to pursue such a transaction, to act as its exclusive
financial advisor.
On behalf of the Company, Merrill Lynch thereafter
contacted the three Candidates, and furnished publicly available
information regarding the Company to all of them. In addition,
two other companies approached Merrill Lynch to explore the
possibility of acquiring the Company. Two of the Candidates, as
well as the two other interested parties, declined to make
proposals to acquire the Company.
<PAGE>
On August 22, 1995, Parent and the Company executed the
Confidentiality Agreement and Parent subsequently received
certain proprietary information concerning the Company.
Thereafter, representatives of the Company and Merrill Lynch met
with representatives of Parent to discuss the Company's business,
and the Company and Merrill Lynch furnished Parent with various
public and non-public information concerning the Company and its
business operations.
On October 25, 1995, Parent submitted to the Company a
proposal to acquire all the Shares of the Company pursuant to a
cash tender offer of $32 per Share, followed by a cash merger in
which any non-tendering shareholders would receive the same cash
price. Parent's proposal was subject to several conditions,
including the negotiation and execution of a definitive merger
agreement with the Company, an accelerated due diligence review
of additional confidential business information of the Company
and the agreement of certain shareholders of the Company (the
"Optionees") to (i) tender their shares and (ii) grant to Parent
an option to purchase their Shares.
On October 26, 1995, representatives of Merrill Lynch
informed representatives of Parent that neither the Company's
management nor its principal shareholders would be prepared to
recommend the $32 per Share price to the Board of Directors of
the Company. Furthermore, the Company did not know whether its
principal shareholders would enter into the required tender and
option agreement.
On October 26, 1995, representatives of Parent informed
representatives of Merrill Lynch that Parent had increased its
offer to $35 per Share. They also stated that Parent's
willingness to increase its offer was conditioned on receipt of
assurances that the Company's principal shareholders would
support the offer by entering into a tender and option agreement.
Parent advised that it would begin negotiations immediately, with
a goal of executing definitive acquisition agreements, but only
if the Company indicated its support of the offer. Following
informal discussions among directors, in which they generally
indicated their support, Parent was advised of such support and
negotiations commenced on October 28, 1995.
Over the course of the next several days the parties
discussed the terms of the proposed Merger Agreement and Stock
Option Agreement. Several of the Optionees indicated their desire
for a structure which would not require the payment of taxes, or
which would result in taxable income being realized in 1996.
Parent agreed to a structure which could permit some shareholders
to receive cash in 1995 (in the event Purchaser purchases Shares
pursuant to the Offer in 1995), yet would permit all shareholders
to receive cash in 1996 (either pursuant to an extended tender
offer, the exercise of the Option (in the case of the Optionees)
or the consummation of the Merger). See Item 8 below.
On October 30, 1995, the Board of Directors of the
Company met to discuss the proposed transaction, and was apprised
of the progress in the negotiations with Parent. Negotiations
<PAGE>
between and among the Company, Parent and the Optionees continued
on various matters, including economic terms, and Parent
continued its due diligence review.
On November 3, 1995, the Board of Directors of the
Company met to consider the terms of the proposed transaction and
to approve the forms of agreements. Representatives of Merrill
Lynch made a presentation to the Board of Directors and delivered
its oral opinion (which it subsequently confirmed in writing)
that, as of that date and based upon its review and analysis and
subject to the limitations set forth therein, the $35 per Share
cash consideration to be received by the holders of the Shares
pursuant to the Offer and the Merger was fair to such holders
from a financial point of view. The Company's legal counsel
reviewed the principal aspects of the Merger Agreement. The Board
of Directors, as a whole, then analyzed and discussed the Offer,
the Merger Agreement, the Stock Option Agreement and the Merger.
The Board of Directors, by a vote of 10 to 2 (with Joseph J.
Castiglia and David Newcomb dissenting and one director absent),
determined that the transactions contemplated by the Merger
Agreement are fair to, and in the best interests of, the
Company's shareholders, approved the Merger Agreement, the Stock
Option Agreement and the transactions contemplated thereby and
resolved to recommend acceptance of the Offer and approval and
adoption of the Merger and the Merger Agreement by the Company's
shareholders. The Merger Agreement and the Stock Option Agreement
were executed on November 5, 1995.
A copy of the joint press release of the Company and
the Purchaser announcing the execution of the Merger Agreement
and the Stock Option Agreement is attached hereto as Exhibit 4
and is incorporated herein by reference. A copy of a letter to
shareholders of the Company, which accompanies this Schedule 14D-
9, is attached hereto as Exhibit 5 and is incorporated herein by
reference.
In reaching its conclusion to approve the Merger
Agreement and recommend that holders of Shares tender their
Shares pursuant to the Offer, the Board of Directors considered a
number of factors, including, without limitation, the following:
(1) the terms of the Merger Agreement, the Stock
Option Agreement and the other documents to be executed in
connection therewith;
(2) the financial condition, results of operations,
business and prospects of the Company;
(3) the historical market prices for the Shares,
particularly the fact that the $35 per Share price in the Offer
represents (x) a premium of approximately 69% over the closing
price of $20 3/4 for the Shares on November 3, 1995, the last
trading day prior to the approval of the Merger Agreement, and
(y) a higher price than the Shares have ever traded;
<PAGE>
(4) the oral opinion of Merrill Lynch delivered to the
Board of Directors on November 3 that, as of such date and based
upon its review and analysis and subject to the limitations set
forth therein, the $35 per Share cash consideration to be
received by the holders of Shares pursuant to the Offer and the
Merger is fair to such holders from a financial point of view. A
copy of the written opinion dated November 3, 1995 of Merrill
Lynch, setting forth the assumptions made, factors considered and
scope of the review undertaken by Merrill Lynch, is attached
hereto as Exhibit 6 and incorporated herein by reference.
Shareholders are urged to read the opinion of Merrill Lynch in
its entirety;
(5) the fact that the holders of 40% of the Shares
were prepared to support the Merger Agreement by entering into
the Stock Option Agreement;
(6) the fact that the Offer and the Merger are not
conditioned on the availability of financing;
(7) the availability of dissenters' appraisal rights
in the Merger;
(8) the fact that the Merger Agreement, which
prohibits the Company, its subsidiaries or its affiliates from
initiating, soliciting or encouraging any potential acquisition
proposal, does permit the Company to furnish information to and
participate in discussions or negotiations with any third party
satisfying the conditions described above in Item 3 under "The
Merger Agreement -- No Solicitation."
(9) the provisions of the Merger Agreement that
require the Company to pay Purchaser a termination fee of $15
million under certain circumstances as described above in Item 3
under "The Merger Agreement -- Termination; Fees";
(10) the structure of the Offer and the Merger,
including (a) the fact that the Offer will permit shareholders to
receive cash for their Shares promptly, assuming the minimum
condition and the other conditions to the Offer are satisfied,
(b) the fact that shareholders who wish to defer receipt of cash
for their Shares until 1996 can accomplish their goal by
tendering their Shares into the Offer (if it is extended into
1996) or by not tendering and receiving cash for their Shares in
the Merger (see Item 8 below) and (c) the fact that the Stock
Option Agreement may increase the likelihood that the Merger will
be effected; and
(11) the results of the process undertaken to solicit
proposals from third parties to acquire the Company.
The Board of Directors did not assign relative weights
to the foregoing factors or determine that any factor was of
particular importance. Rather, the Board of Directors viewed its
position and recommendations as being based on the totality of
the information presented to and considered by it.
<PAGE>
ITEM 5. Persons Retained, Employed or to be Compensated.
Pursuant to a letter agreement dated July 14, 1995 with
the Company (the "Engagement Letter"), Merrill Lynch was engaged
to act as exclusive financial advisor to the Company (see Item
4(b) above). Pursuant to the Engagement Letter, the Company has
agreed to pay Merrill Lynch for its services (i) a fee of
$100,000 in cash, payable on the date of execution of the
Confidentiality Agreement, (ii) a fee of $400,000 in cash,
payable upon the execution of the Merger Agreement, and (iii) if,
during the period in which Merrill Lynch is engaged by the
Company or within one year thereafter, a Transaction (as defined
in the Engagement Letter) with a Candidate is consummated or the
Company enters into an agreement with a Candidate which
subsequently results in a Transaction with such Candidate, or a
Transaction is consummated with a third party or the Company
enters into an agreement with a third party which subsequently
results in a Transaction with such party (provided such third
party was not directly or indirectly solicited by Merrill Lynch
without the Company's written consent and discussions between the
Company or Merrill Lynch and the third party commenced during the
period Merrill Lynch is engaged by the Company), a fee equal to
1% of the aggregate purchase price paid in such Transaction,
payable in cash upon the closing of such Transaction, less any
fees paid pursuant to (i) and (ii) above. The Company has also
agreed to reimburse Merrill Lynch for its reasonable out-of-
pocket expenses (including reasonable counsel fees and expenses),
and to indemnify Merrill Lynch for certain liabilities related to
or arising out of any Transaction or Merrill Lynch's provision of
services to the Company pursuant to the Letter Agreement.
In the ordinary course of its business, Merrill Lynch
may actively trade the securities of the Company and Parent for
its own account and for the accounts of its customers and,
accordingly, may at any time hold a long or short position in
such securities.
Except as described above, neither the Company nor any
person acting on its behalf has retained any other person to make
solicitations or recommendations to shareholders on its behalf
concerning the Offer.
ITEM 6. Recent Transactions and Intent with Respect to
Securities.
(a) No transactions in the Shares have been effected
during the past 60 days by the Company or, to the best of the
Company's knowledge, by any executive officer, director or
affiliate or subsidiary of the Company except for (i) the Stock
Option Agreement and (ii) the following transactions: (a)
Franklin H. Fitch, who retired as an executive officer of the
Company on July 28, 1995, exercised Employee Options on October 6
and 12, 1995 for a total of 23,000 Shares and sold 3,900 of such
Shares in the open market, (b) Mr. Stevens' spouse gifted 3,000
Shares to a charity on November 4, 1995, and (c) in October, 1995
JFK Annuity Trusts No. II and III transferred a total of 80,059
Shares to Jules F. Knapp Family Trust No. IV.
<PAGE>
(b) To the best of the Company's knowledge, except as
described above in Item 3(b) -- Stock Option Agreement, to the
extent permitted by applicable securities laws, rules or
regulations, all of the Company's executive officers, directors
and affiliates who own Shares presently intend to tender such
Shares to Purchaser pursuant to the Offer.
ITEM 7. Certain Negotiations and Transactions by the Subject
Company.
(a) Except as described under Items 3(b) and 4 above,
the Company is not engaged in any negotiations in response to the
Offer which relates to or would result in: (i) an extraordinary
transaction such as a merger or reorganization, involving the
Company or any subsidiary of the Company; (ii) a purchase, sale
or transfer of a material amount of assets by the Company or any
subsidiary of the Company; (iii) a tender offer for or other
acquisition of securities by or of the Company; or (iv) any
material change in the present capitalization or dividend policy
of the Company.
(b) Except as otherwise set forth in response to Item
4 above, there is no transaction, Board resolution, agreement in
principle or signed contract in response to the Offer that
relates to or would result in one or more of the events referred
to in Item 7(a) above.
ITEM 8. Additional Information to be Furnished.
(a) Federal Income Tax Considerations. The receipt of
cash for Shares pursuant to the Offer (or the Merger) will be a
taxable transaction for federal income tax purposes under the
Internal Revenue Code of 1986, as amended (the "Code") and also
may be a taxable transaction under applicable state, local and
other tax laws. In general, a shareholder will recognize gain or
loss equal to the difference between the tax basis for the Shares
sold and the amount of cash received in exchange therefor. Gain
or loss is computed separately for each block of Shares (Shares
which were purchased at the same time and price) sold. Such gain
or loss will be capital gain or loss if the Shares are capital
assets in the hands of the shareholder. A capital gain or loss
will be long-term capital gain or loss if, as of the date of such
sale, the Shares have been held more than twelve months. There
are limitations on the deductibility of capital losses.
Under present law, long-term capital gains recognized
in 1995 are taxable at a maximum rate of 28% for individuals and
35% for corporations, while ordinary income is taxable at a
maximum rate of 39.6% for individuals and 35% for corporations.
Legislation is currently pending before both houses of Congress
(the "Pending Legislation") which would, if enacted in current
form, reduce the tax rate applicable to long-term capital gains
recognized by individuals and corporations. Additionally, the
Pending Legislation would further limit the deduction for long-
term capital losses. The Pending Legislation is only proposed,
however, and there can be no assurance that such legislation will
be enacted or, if enacted, that the legislation will be enacted
in its present form.
<PAGE>
Under the proposal before the U.S. House of
Representatives, the Pending Legislation would apply
retroactively to sales of capital assets occurring on or after
January 1, 1995; a similar proposal before the U.S. Senate would
apply the Pending Legislation retroactively to sales of capital
assets occurring on or after October 13, 1995. Thus, the Pending
Legislation would, if enacted in its current form, apply to sales
of Shares occurring pursuant to the Offer as well as pursuant to
the Merger. There can be no assurance that the Pending
Legislation, if enacted, would be enacted with either of the
above effective dates, however, and it is possible that the
Pending Legislation would apply prospectively only to sales of
capital assets that occur after a time that (i) precedes both the
close of the Offer and the Effective Time of the Merger, (ii)
precedes the Effective Time of the Merger but comes after the
close of the Offer or (iii) comes after both the close of the
Offer and the Effective Time of the Merger.
The Offer is currently scheduled to close in 1995,
while the Effective Time of the Merger would occur sometime in
1996. Accordingly, shareholders wishing to optimize their chances
that the Pending Legislation, if enacted, would apply to any
long-term capital gains recognized upon the sale of their Shares
may wish to choose not to tender their Shares at this time.
The foregoing discussion is for general information
only and is based on existing tax laws as of the date of the
Offer, which may differ on the date of consummation of the Offer
or the Effective Time. The tax treatment of each shareholder will
depend in part upon his particular situation. All shareholders
should consult with their tax advisors as to the particular tax
consequences of the Offer and the Merger to them, including the
possible effects to them under the Pending Legislation, and the
applicability and effect of any state, local and foreign tax
laws.
(b) Parent's Designation of Persons to be Elected to
the Company's Board of Directors. The Information Statement
attached hereto as Annex I is being furnished in connection with
the possible designation by Parent, pursuant to the Merger
Agreement, of certain persons to be appointed to the Board of
Directors of the Company other than at a meeting of the Company's
shareholders.
ITEM 9. Material to be Filed as Exhibits.
Exhibit 1 -- Agreement and Plan of Merger, dated as of
November 4, 1995, among the Company, Parent and
Purchaser.
Exhibit 2 -- Stock Option, Pledge and Security Agreement, dated
as of November 4, 1995, among Parent, Purchaser
and certain shareholders of the Company.
Exhibit 3 -- Confidentiality Agreement, dated August 22, 1995,
between Parent and Company.
Exhibit 4 -- Joint Press Release of the Company and Parent
issued on November 6, 1995.
Exhibit 5* -- Letter to Shareholders of the Company, dated
November 9, 1995.
<PAGE>
Exhibit 6* -- Opinion of Merrill Lynch & Co., dated November 3,
1995.
Exhibit 7 -- Employment Agreement, effective as of January 1,
1983, between the Company and Joseph J. Castiglia.
Exhibit 8 -- Employment Agreement, dated as of February 19,
1994, between United Coatings and Jules F. Knapp
(incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-4, File
No. 33-78966).
Exhibit 9 -- Noncompetition Agreement, dated as of November 5,
1995, between the Company and Jules F. Knapp.
Exhibit 10 -- Employment Agreement, dated as of August 4, 1994,
between United Coatings and Joy F. Knapp.
Exhibit 11 -- Amended and Restated Employment Agreement, dated
as of October 30, 1995, between the Company and
James R. Boldt.
Exhibit 12 -- Employment Agreement, dated as of June 16, 1992,
between the Company and Randall L. Clark
(incorporated by reference to Exhibit 10(d) to the
Company's 1992 Form 10-K, File No. 1-994).
Exhibit 13 -- Form of Severance Agreement, dated as of
October 30, 1995 between the Company and certain
employees of the Company.
Exhibit 14 -- 1990 Stock Option/Stock Appreciation Rights Plan,
as amended (incorporated by reference to Appendix
N to the Company's Registration Statement on
Form S-4, File No. 33-78966).
Exhibit 15 -- 1980 Stock Option/Stock Appreciation Rights Plan
(incorporated by reference to Appendix M to the
Company's Registration Statement on Form S-4,
File No. 33-78966).
Exhibit 16 -- Shareholders Agreement, dated February 25, 1994,
among the Company and certain shareholders of the
Company (incorporated by reference to Exhibit 2.2
to the Company's Registration Statement on Form S-
4, File No. 33-28966).
Exhibit 17 -- Registration Rights Agreement, dated August 4,
1994, between the Company and certain shareholders
of the Company (incorporated by reference to
Exhibit 2.4 to Exhibit 2.2 to the Company's
Registration Statement on Form S-4, File No.
33-28966).
Exhibit 18 -- Right of First Offer Agreement, dated August 4,
1994, between the Company and Jules F. Knapp
(incorporated by reference to Exhibit 2.5 to the
Company's Registration Statement on Form S-4, File
No. 33-78966).
Exhibit 19 -- Amendment, dated as of November 4, 1995, to Right
of First Offer Agreement, dated as of August 4,
1994, between the Company and Jules F. Knapp.
Exhibit 20 -- Intershareholder Agreement between certain
shareholders of the Company (incorporated by
reference to Appendix F to the Company's
Registration Statement on Form S-4, File No. 33-
78966).
<PAGE>
Exhibit 21 -- Rights Agreement, dated as of January 31, 1989,
between the Company and Mellon Securities Trust
Company (incorporated by reference to Exhibit 1 to
the Company's Form 8-A Registration Statement
dated February 10, 1989, File No. 1-994).
Exhibit 22 -- Amendment No. 1, dated as of February 25, 1994, to
Rights Agreement, dated as of January 31, 1989,
between the Company and Mellon Securities Trust
Company (incorporated by reference to Exhibit 4 to
the Company's Form 8-A/A Registration Statement
dated March 8, 1994, File No. 1-994).
Exhibit 23 -- Amendment No. 2, dated as of October 30, 1995, to
Rights Agreement, dated as of January 31, 1989,
between the Company and Mellon Securities Trust
Company.
Exhibit 24 -- Substituted Note, dated August 4, 1994 made by Joy
F. Knapp to the Company.
Exhibit 25 -- Pledge Agreement, dated as of August 4, 1994, by
Joy F. Knapp in favor of the Company.
Exhibit 26 -- Form of Amendment to Lease Agreement to be entered
between United Coatings Inc. and various lessors.
Exhibit 27 -- Amendment No. 1 to Pratt & Lambert United's
Capital Accumulation Program, dated as of November
3, 1995.
______________
* Included in copies of the Schedule 14D-9 mailed to
shareholders.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: November 9, 1995
Pratt & Lambert United, Inc.
By: /s/ JOSEPH J. CASTIGLIA
Name: Joseph J. Castiglia
Title: President and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
Page
Exhibit 1 -- Agreement and Plan of Merger, dated
as of November 4, 1995, among the
Company, Parent and Purchaser.
Exhibit 2 -- Stock Option, Pledge and Security
Agreement, dated as of November 4,
1995, among Parent, Purchaser and
certain shareholders of the
Company.
Exhibit 3 -- Confidentiality Agreement, dated
August 22, 1995, between Parent and
Company.
Exhibit 4 -- Joint Press Release of the Company
and Parent issued on November 6,
1995.
Exhibit 5 -- Letter to Shareholders of the
Company, dated November 9, 1995.
Exhibit 6 -- Opinion of Merrill Lynch & Co.,
dated November 3, 1995.
Exhibit 7 -- Employment Agreement, effective as
of January 1, 1983, between the
Company and Joseph J. Castiglia.
Exhibit 8 -- Employment Agreement, dated as of
February 19, 1994, between United
Coatings and Jules Knapp
(incorporated by reference to
Exhibit 10.1 to the Company's
Registration Statement on Form S-4,
File No. 33-78966).
Exhibit 9 -- Noncompetition Agreement, dated as
of November 5, 1995, between the
Company and Jules F. Knapp.
Exhibit 10 -- Employment Agreement, dated as of
August 4, 1994, between United
Coatings and Joy F. Knapp.
Exhibit 11 -- Amended and Restated Employment
Agreement, dated as of October 30,
1995, between the Company and James
R. Boldt.
Exhibit 12 -- Employment Agreement, dated as of
June 16, 1992, between the Company
and Randall L. Clark (incorporated
by reference to Exhibit 10(d) to
the Company's 1992 Form 10-K, File
No. 1-994).
Exhibit 13 -- Form of Severance Agreement, dated
as of October 30, 1995 between the
Company and certain employees of
the Company.
Exhibit 14 -- 1990 Stock Option/Stock
Appreciation Rights Plan
(incorporated by reference to
Appendix N to the Company's
Registration Statement on Form S-4,
File No. 33-78966).
<PAGE>
Exhibit 15 -- 1980 Stock Option/Stock
Appreciation Rights Plan, as
amended (incorporated by reference
to Appendix M to the Company's
Registration Statement on Form S-4,
File No. 33-78966).
Exhibit 16 -- Shareholders Agreement, dated
February 25, 1994, among the
Company and certain shareholders of
the Company (incorporated by
reference to Exhibit 2.2 to the
Company's Registration Statement on
Form S-4, File No. 33-28966).
Exhibit 17 -- Registration Rights Agreement,
dated August 4, 1994, between the
Company and certain shareholders of
the Company (incorporated by
reference to Exhibit 2.4 to Exhibit
2.2 to the Company's Registration
Statement on Form S-4, File No. 33-
28966).
Exhibit 18 -- Right of First Offer Agreement,
dated August 4, 1994, between the
Company and Jules F. Knapp
(incorporated by reference to
Exhibit 2.5 to the Company's
Registration Statement on Form S-4,
File No. 33-78966).
Exhibit 19 -- Amendment, dated as of November 4,
1995, to Right of First Offer
Agreement, dated as of August 4,
1994, between the Company and Jules
F. Knapp.
Exhibit 20 -- Intershareholder Agreement between
certain shareholders of the Company
(incorporated by reference to
Appendix F to the Company's
Registration Statement on Form S-4,
File No. 33-78966).
Exhibit 21 -- Rights Agreement, dated as of
January 31, 1989, between the
Company and Mellon Securities Trust
Company (incorporated by reference
to Exhibit 1 to the Company's Form
8-A Registration Statement dated
February 10, 1989, File No. 1-994).
Exhibit 22 -- Amendment No. 1, dated as of
February 25, 1994, to Rights
Agreement, dated as of January 31,
1989, between the Company and
Mellon Securities Trust Company
(incorporated by reference to
Exhibit 4 to the Company's Form 8-
A/A Registration Statement dated
March 8, 1994, File No. 1-994).
<PAGE>
Exhibit 23 -- Amendment No. 2, dated as of
October 30, 1995, to Rights
Agreement, dated as of January 31,
1989, between the Company and
Mellon Securities Trust Company.
Exhibit 24 -- Substituted Note, dated August 4,
1994 made by Joy F. Knapp to the
Company.
Exhibit 25 -- Pledge Agreement, dated as of
August 4, 1994, by Joy F. Knapp in
favor of the Company.
Exhibit 26 -- Form of Amendment to Lease
Agreement to be entered between
United Coatings and various
lessors.
Exhibit 27 -- Amendment No. 1 to Pratt & Lambert
United's Capital Accumulation
Program, dated as of November 3,
1995.
<PAGE>
SCHEDULE I
PRATT & LAMBERT UNITED, INC.
75 Tonawanda Street
Buffalo, New York 14207
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
This Information Statement is being mailed on or about
November 9, 1995 as a part of the Solicitation/ Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") of Pratt &
Lambert United, Inc. (the "Company") to the holders of record of
shares of Common Stock, par value $.01 per share, of the Company
(the "Shares"). You are receiving this Information Statement in
connection with the possible election of persons designated by
Parent (as defined below) to a majority of the seats on the Board
of Directors of the Company.
The Company, SWACQ, Inc., a New York corporation
("Purchaser"), and The Sherwin-Williams Company, an Ohio
corporation ("Parent"), entered into an Agreement and Plan of
Merger dated as of November 4, 1995 (the "Merger Agreement") in
accordance with the terms and subject to the conditions of which
(i) Parent will cause Purchaser to commence a tender offer (the
"Offer") for all outstanding Shares at a price of $35.00 per
Share, net to the seller in cash, and (ii) Purchaser will be
merged with and into the Company (the "Merger"). As a result of
the Offer and the Merger, the Company will become a wholly owned
subsidiary of Parent.
The Merger Agreement requires the Company to take such
action to cause the Parent Designees (as defined below) to be
elected to the Board of Directors under the circumstances
described therein. See "Right to Designate Directors; Parent
Designees."
You are urged to read this Information Statement
carefully. You are not, however, required to take any action.
Capitalized terms used herein and not otherwise defined herein
shall have the meaning set forth in the Schedule 14D-9.
Pursuant to the Merger Agreement, Purchaser commenced
the Offer on November 9, 1995. The Offer is scheduled to expire
at 12:00 midnight, New York time, on Friday, December 8, 1995,
unless the Offer is extended.
The information contained in this Information Statement
(including information incorporated by reference) concerning
Parent and Purchaser and the Parent Designees has been furnished
to the Company by Parent, and the Company assumes no
responsibility for the accuracy or completeness of such
information.
<PAGE>
RIGHT TO DESIGNATE DIRECTORS; PARENT DESIGNEES
The Merger Agreement provides that from time to time
upon the purchase of Shares pursuant to the Offer or the Stock
Option Agreement (as defined in the Schedule 14D-9), Parent shall
be entitled to designate the number of directors ("Parent
Designees"), rounded up to the next whole number, on the Board of
Directors of the Company that equals the product of (i) the total
number of directors on the Company's Board of Directors (giving
effect to the election of any additional directors designated by
Parent pursuant to this sentence) and (ii) the percentage that
(A) the sum of (x) the number of Shares owned by Parent and
Purchaser (including Shares accepted for payment in the Offer,
provided funds therefor have been deposited with the Depositary
(as defined in the Merger Agreement)) and (y) the number of
Shares subject to the Stock Option Agreement, represents of (B)
the total number of Shares outstanding. The Merger Agreement
requires that the Company take any and all such action to cause
the Parent Designees to be appointed to the Company's Board of
Directors, including without limitation, increasing the number of
directors and seeking and accepting resignations of incumbent
directors. The Merger Agreement provides that the Company will
use its best efforts to cause individuals designated by Parent to
constitute the same percentage as such individuals represent on
Company's Board of Directors on each committee of the Board, and
each board of directors, and each committee thereof, of each
Subsidiary.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
General
The Shares are the only class of voting securities of
the Company outstanding. Each Share has one vote. As of November
1, 1995, there were 10,704,276 Shares outstanding and 704,850
Shares reserved for issuance upon the exercise of certain options
outstanding. The Board of Directors currently consists of
thirteen members. At each Annual Meeting of Shareholders,
directors are elected to hold office until the next Annual
Meeting of Shareholders and until their respective successors
have been elected and have qualified.
Directors of the Company
The names of the current directors, their ages as of
November 1, 1995 and certain other information about them are set
forth below. There are no family relationships among any of the
directors or executive officers of the Company except as
indicated below. As indicated above, some of the current
directors may resign effective immediately following the purchase
of Shares by Purchaser pursuant to the Offer.
Andrew M. Boas Mr. Boas, 40, is a member of the Audit
Committee of the Company. He has been a
director since 1994.
<PAGE>
Mr. Boas is a managing director,
Merchant Banking, of Carl Marks & Co.,
Inc. ("CMCO"), a diversified merchant
bank specializing in leveraged buyouts,
real estate, venture capital, money
management and management consulting. He
is a general partner of Carl Marks
Management Co., L.P., a registered
investment advisor. He is a director of
Herman's Sporting Goods, Inc., and U.S.
Trails, Inc., a membership-based
campground company and Sport and Health,
Inc., a health and fitness chain. Mr.
Boas was a director of American Corp.
Ltd., an Australian based closed-end
fund which invested in American
securities, until January 1993 when the
fund was liquidated. Mr. Boas is the
brother-in-law of Mark L. Claster
Joseph J. Castiglia Mr. Castiglia, 61, is vice chairman,
president and chief executive officer of
the Company. He is a member of the
Executive Committee of the Company and
has been a director since 1971.
Mr. Castiglia is a director of the
Vision Group of Funds, Inc., a
registered investment company, and
Sevenson Environmental Services, Inc. He
is chairman and director of the Buffalo
Branch of the Federal Reserve Bank of
New York. He is also a director and
executive committee member of the
National Paint & Coatings Association.
Mark L. Claster Mr. Claster, 42, is a member of the
Audit and Compensation Committees of the
Company. He has been a director since
1994.
Mr. Claster is a managing director and
chief operating officer of CMCO. He is
the managing director of CM Capital Co.,
an affiliate of CMCO, and is the chief
executive officer of its realty and
consulting division. He is a director of
Bulk Materials, Inc. and a trustee of
North Shore University Hospital Medical
Center. Mr. Claster is the brother-in-
law of Mr. Boas.
Alvin L. Gorman Mr. Gorman, 61, is a member of the Audit
and Compensation Committee of the
Company. He has been a director since
1994.
<PAGE>
Mr. Gorman was a director of United
Coatings, Inc., which merged into the
Company in 1994 ("UCI"), from May 1991
to January 1992. Mr. Gorman is chairman
of the Board of Power Contracting and
Engineering Corp. He is a member of the
Board of Trustees of the Illinois
Institute of Technology and an overseer
of the Stuart School of Business of the
Illinois Institute of Technology. He is
also a member of the Advisory Board of
the McCormick School of Engineering at
Northwestern University.
Jeffrey L. Kenner Mr. Kenner, 52, is a member of the
Executive and Compensation Committees of
the Company. He has been a director
since 1994.
Mr. Kenner has served as president of
Kenner & Company, Inc. ("Kenner") since
1986. Kenner is a New York investment
firm specializing in acquisitions and
equity investments. From 1982 to 1986,
Mr. Kenner was president of CM Capital
Co. From 1979 to 1982, Mr. Kenner was a
vice president of Carl Marks & Co. Mr.
Kenner currently serves on the Board of
Directors of Pace Industries, Inc.
Jules F. Knapp Mr. Knapp, 67, is a member of the
Executive Committee of the Company. He
has been a director since 1994.
Mr. Knapp is vice chairman of the
Company and president and chief
executive officer of United Coatings,
Inc., a wholly owned subsidiary of the
Company and the successor to UCI
("United Coatings"). Mr. Knapp is the
co-founder of UCI, and has been a
director and its principal executive
operating officer since its formation.
Mr. Knapp also serves as a trustee of
the University of Chicago Hospitals, as
an advisor to the Kellogg School of
Business at Northwestern University and
as an overseer at the Stuart School of
Business of the Illinois Institute of
Technology. Mr. Knapp is the father of
Ms. Knapp.
Joy F. Knapp Ms. Knapp, 31, is a member of the
Executive Committee of the Company. She
has been a director since 1994.
<PAGE>
Ms. Knapp is vice president, Marketing,
of United Coatings. Ms. Knapp was
appointed a director of United Coatings
in 1994. She has been responsible for
the overall marketing strategy of United
Coatings. Ms. Knapp is the daughter of
Mr. Knapp.
Seymour H. Knox, III Mr. Knox, 69, is a member of the
Executive and Audit Committees and
chairman of the Compensation Committee
of the Company. He has been a director
since 1966.
Mr. Knox is chairman of the Board of the
Buffalo Sabres Hockey Club, and
president and director of the Buffalo
Fine Arts Academy and a director of the
Woolworth Corporation. He is a member of
the Board of Trustees of the YMCA of
Greater Buffalo and The Buffalo General
Hospital. Mr. Knox is a former vice
president of Kidder, Peabody & Co.,
Inc., member of the New York Stock
Exchange.
Wilfred J. Larson Mr. Larson, 67, is a member of the
Compensation Committee of the Company.
He has been a director since 1988.
Mr. Larson is a director of First Empire
State Corporation and its subsidiary,
Manufacturers and Traders Trust Company,
Horus Therapeutics, Inc. and the Bryant
& Stratton Business Institute, Inc. He
also serves as a member of the Board of
Trustees of Children's Hospital of
Buffalo. Mr. Larson is a retired
president and chief executive officer of
Westwood-Squibb Pharmaceuticals Inc.
Randolph A. Marks Mr. Marks, 60, is a member of the Audit
Committee of the Company. He has been a
director since 1988.
Mr. Marks is a investor and a director
of Computer Task Group, Inc., Columbus
McKinnon Corp. and the Buffalo Fine Arts
Academy. Mr. Marks also serves on the
Board of Trustees of The Buffalo General
Hospital and is a member of the Western
Regional Board of Directors of Marine
Midland Bank, N.A. Mr. Marks is a former
chairman of the Board of American Brass
Company.
<PAGE>
David R. Newcomb Mr. Newcomb, 71, is chairman of the
Audit Committee and is a member of the
Executive and Compensation Committees of
the Company. He has been a director
since 1975.
Mr. Newcomb is a director of Utica
Mutual Insurance Co., Utica National
Life Insurance Co., New York State
Electric and Gas Corp. and Rigidized
Metals, Inc.
He serves as a trustee of The Buffalo
General Hospital. Mr. Newcomb was
president and chief executive officer of
Buffalo Forge Co.
Raymond D. Stevens, Jr. Mr. Stevens, 68, is chairman of the
Board of the Company. Mr. Stevens is
chairman of the Executive Committee and
has been a director since 1967.
Mr. Stevens is a director of First
Empire State Corporation and its
subsidiary, Manufacturers and Traders
Trust Company. He serves as a trustee of
The Buffalo General Hospital. Mr.
Stevens is also a former director,
executive committee member and chairman
of the National Paint & Coatings
Association.
Robert O. Swados Mr. Swados, 75, is a member of the Audit
and Compensation Committees of the
Company. He has been a director since
1994.
Mr. Swados is counsel to the law firm of
Cohen Swados Wright Hanifin Bradford &
Brett, vice chairman and counsel to the
Buffalo Sabres Hockey Club, and a
commissioner of the New York State
Department of Probation. He serves as
honorary vice chairman and trustee of
the Studio Arena Theatre.
Executive Officers of the Company
The following table sets forth the names and ages of
the Company's executive officers, together with all positions and
offices held with the Company, and their business experience
during the last five years. Officers are appointed to serve until
the meeting of the Board of Directors following the next annual
meeting of shareholders and until their successors have been
elected and qualified.
<PAGE>
Name Age Position(s) held
Joseph J. Castiglia 61 President and Chief Executive
Officer
Jules F. Knapp 67 President and Chief Executive
Officer, United Coatings, Inc.
Randall L. Clark 52 Executive Vice President and Chief
Operating Officer
William F. Bensman 50 Vice President, Materials
Management
James R. Boldt 44 Vice President, Finance, Secretary
and Chief Financial Officer.
James M. Culligan 41 Treasurer; prior to January 1,
1991, Mr. Culligan was the
Corporate Manager of Financial
Services of the Company.
Austin E. Floyd 53 President, Southern Coatings, Inc.
Ewald H. Hoerster 54 President, Industrial Coatings
Division; prior to January 1, 1992,
Mr. Hoerster was Vice President of
Marketing of the Industrial
Coatings Division; prior to July 1,
1991, he was a consultant; prior to
November 1, 1990, he was the
General Manager of the Aerospace
and Paper Coatings Division of
DeSoto, Inc.
Donald W. Smith 56 Vice President, Safety and
Environmental Affairs
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
General
In 1994 the following nonemployee directors served on
the Compensation Committee throughout the year: Messrs. Knox
(chairman), Larson and Newcomb. Mr. Robert S. Scheu did not stand
for re-election to the Board at the Special Meeting held in
connection with the 1994 merger with UCI, in lieu of an Annual
Meeting, and was replaced on the Board and the Compensation
Committee by Mr. Swados. Messrs. Claster, Gorman and Kenner
joined the Compensation Committee as representatives of the
former UCI shareholders as a result of the merger with UCI. Under
the Company's By-laws, Mr. Stevens, the chairman of the Board, is
an ex-officio (non-voting) member of all committees of the Board,
including the Compensation Committee. Messrs. Stevens and Larson
are directors of the Manufacturers & Traders Trust Company with
which the Company maintained revolving credit and term loan
agreements during 1994. Loans made pursuant thereto are subject
to various formula interest rates consisting of the Federal funds
rates plus 1%, 1% in excess of the average secondary market
certificate of deposit rate after reserve requirements, LIBOR
plus 1-1/2%, the prime lending rate plus 1/4%, or a rate quoted
by the bank. During 1994, amounts borrowed under the above
agreements ranged from $17,700,000 to $56,800,000 and total
interest charges incurred by the Company with respect to the
<PAGE>
loans amounted to $1,981,691. On August 11, 1995, the Company
entered into a new five year revolving credit agreement. Loans
made pursuant thereto are subject to various interest rates
ranging from LIBOR plus 4/10% to LIBOR plus 5/8%. During 1995,
amounts borrowed from Manufacturers & Traders Trust Company
ranged from $30,000,000 to $63,800,000 and interest incurred by
the Company with respect to such loans amounted to $3,078,738
through October 31, 1995. The consummation of the Merger would
cause the Company to be in default with respect to certain
covenants, possibly causing a termination of the Company's credit
facilities. In addition, the Company utilizes other customary
services provided by the bank at its standard fees.
Certain Relationships and Related Transactions
United Coatings leases substantially all of its
manufacturing and office facilities under noncancelable operating
leases expiring at various dates through December 1998. Several
of the leases are between United Coatings and affiliates of
United Coatings, including Mr. Knapp and Ellis/United Coatings
Associates, a New York limited partnership formed by Mr. Knapp
and certain other investors to finance the development of United
Coatings' Ennis, Texas, facility. The lessors of the facilities
in Kankakee, Illinois; Indianapolis, Indiana; Memphis, Tennessee;
and Los Angles, California are trusts for the benefit of Mr.
Knapp's family. United Coatings has paid $417,000 and $834,000
under its leases to related parties for the period from August 4,
1994 to December 31, 1994, and for the ten-month period ended
October 31, 1995, respectively.
Mr. Castiglia is a director of investment fund
subsidiaries of the Manufacturers and Traders Trust Company in
which funds of the Company's retirement plans may be temporarily
invested from time to time.
Mr. Marks is a director of Computer Task Group, Inc.
whose consulting services the company utilizes from time to time.
In 1994, and for the ten-month period ended October 31, 1995, the
Company paid Computer Task Group approximately $644,000 and
$808,000, respectively, for such services.
Mr. Swados is counsel to the law firm of Cohen Swados
Wright Hanifin Bradford & Brett which, during 1994, and for the
ten-month period ended October 31, 1995, provided certain legal
services to the Company.
In the opinion of management, these transactions were
on terms no less favorable than would have been available from
unaffiliated parties.
Pursuant to an Agreement and Plan of Merger dated
February 25, 1994, UCI was merged into the Company on August 4,
1994 (the "United Coatings Merger"). Former UCI shareholders
became shareholders of the Company, and a new wholly owned
subsidiary of the Company named United Coatings was established,
to which the assets and business of the former UCI were
transferred.
<PAGE>
In connection with the United Coatings Merger, on
February 25, 1994, the Company, most of the former UCI
shareholders ("UC Shareholders"), and Raymond D. Stevens, Jr.,
Joseph J. Castiglia and James R. Boldt ("PL Shareholders"),
entered into a Shareholder Agreement (the "Shareholder
Agreement"). The Shareholder Agreement, among other things, (a)
restricts the exercise of voting and other rights of ownership of
Shares held by UC Shareholders (and certain permitted, related
transferees), (b) requires that UC Shareholders and PL
Shareholders vote for certain nominees for director chosen by
directors of the Company that are not designees of UC
Shareholders (the "Non-Designee Directors"), and vote on a number
of other matters as recommended by the Non-Designee Directors,
and (c) imposes certain restrictions on the transfer of Shares by
UC Shareholders. The Shareholder Agreement also requires the
Company and PL Shareholders to use their best efforts to cause
designees (the "UC Designees") of UC Shareholders to be appointed
to the Board of Directors. The number of such Designees, set at a
maximum of six, will depend on the number of Shares retained by
UC Shareholders. The transfer of Shares by the UC Shareholders
pursuant to the Stock Option Agreement and the Offer is not
subject to the transfer restrictions set forth in the Shareholder
Agreement. The Board of Directors of the Company has approved the
transfer of Shares by UC Shareholders pursuant to the Stock
Option Agreement, and such transfer is no longer subject to the
transfer restrictions set forth in the Shareholder Agreement. The
Shareholder Agreement will terminate as a result of the
consummation of the transactions contemplated in the Merger
Agreement and the Stock Option Agreement.
In addition, the UC Shareholders entered into an
Intershareholder Agreement (the "Intershareholder Agreement"),
pursuant to which the UC Shareholders allocated their rights
under the Shareholder Agreement. Under the Intershareholder
Agreement, the Knapp Group and the Marks Group (both as defined
in the Shareholder Agreement) select the UC Designees. The
initial group of UC Designees included four individuals
designated by the Knapp Group (Jules F. Knapp, Alvin L. Gorman,
Jeffrey L. Kenner and Joy Knapp) (the "Knapp Designees") and two
individuals designated by the Marks Group (Andrew M. Boas and
Mark L. Claster) (the "Marks Designees"). During the term of the
Shareholder Agreement, and so long as the UC Shareholders can
designate six designees, they shall designate the Knapp Designees
and Marks Designees. To the extent any of the Knapp Designees or
Marks Designees are unable to serve as a director for any reason,
the Knapp Group or Marks Group, shall select a new Knapp Designee
or Marks Designee, as the case may be, which decision shall be
made by a vote of the holders of a majority of the Shares held by
such group at the time of such selection. During the term of the
Shareholder Agreement, if the UC Shareholders are allocated less
than six Designees, they shall determine the Designees in
accordance with the provisions of the Intershareholder Agreement.
Presently, the UC Shareholders are entitled under the Shareholder
Agreement to six Designees. The Intershareholder Agreement will
terminate as a result of the consummation of the transactions
contemplated in the Merger Agreement and in the Stock Option
Agreement.
<PAGE>
The disclosure set forth under "Arrangements with
Executive Officers, Directors or Affiliates of the Company" in
Item 3 of Schedule 14D-9 is incorporated by reference herein.
COMMITTEES OF DIRECTORS; ATTENDANCE AT BOARD MEETINGS
The Board of Directors of the Company has an Executive
Committee, an Audit Committee and a Compensation Committee. The
Board of Directors does not have a standing nominating committee.
The Executive Committee consists of Messrs. Stevens
(Chairman), Castiglia, Kenner, Knapp, Knox and Newcomb and Ms.
Knapp. During the interval between meetings of the Board of
Directors, the Executive Committee possesses and may exercise all
of the authority of the Board of Directors except as prohibited
by law or precluded by prior actions of the Board of Directors.
The Executive Committee did not meet in 1994 and met once during
the ten-month period ended October 31, 1995.
The Audit Committee consists of non-employee directors,
Messrs. Newcomb (chairman), Boas, Claster, Gorman, Knox, Marks
and Swados. Its functions include recommending the selection of
the independent auditors each year, considering the proposed
scope and cost of the annual audit, reviewing the results of the
annual audit and the limited reviews of quarterly financial
information by the independent auditors, the review of the
recommendations of the independent auditors with respect to
internal controls and accounting procedures, and any other
matters it deems appropriate. In 1994, the Audit Committee met
three times with representatives of the Company's independent
auditors, and three times during the ten-month period ended
October 31, 1995.
The Compensation Committee consists of non-employee
directors, Messrs. Knox (chairman), Claster, Gorman, Kenner,
Larson, Newcomb and Swados. It is charged with the responsibility
of maintaining a comprehensive remuneration plan for top and
middle management personnel. The Compensation Committee met two
times in 1994 and once during the ten-month period ended
October 31, 1995.
The Board of Directors met ten times in 1994 and six
times during the ten-month period ended October 31, 1995. All
directors attended at least 75% of the total meetings of
directors and committees of which they were members during 1994.
All directors except Mr. Gorman attended at least 75% of the
total meetings of directors and committees of which they were
members during the ten-month period ended October 31, 1995.
COMPENSATION OF DIRECTORS
In 1994, non-employee directors received a retainer of
$10,000 per year, payable quarterly, $1,000 for each board
meeting and $1,000 per committee meeting attended. In 1995, non-
employee directors receive a retainer of $15,000 per year,
<PAGE>
payable quarterly, $1,000 for each board meeting and $1,000 per
committee meeting attended. Employee directors are not
compensated for board or committee services. All or any portion
of the payments made to directors may be deferred under the Pratt
& Lambert United, Inc. Plan for Deferral of Directors' Fees.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation
received by the Company's principal executive officers for the
three fiscal years ended December 31, 1994.
SUMMARY COMPENSATION TABLE
Annual Long Term All
Compensa- Compensation Other
Name and Principal tion Awards Compen-
Position Year Salary($) Bonus($) Options(#) sation*
J.R. Boldt 1994 $142,000 $49,123 5,000 $3,740
Vice President of 1993 129,250 28,228 5,000 3,665
Finance and 1992 126,500 18,676 5,000 3,511
Secretary --
Pratt & Lambert
United
J.J. Castiglia 1994 310,000 74,493 22,000 4,179
President and 1993 257,000 56,129 10,000 5,722
Chief Executive 1992 252,000 55,969 10,000 5,688
Officer --
Pratt & Lambert
United
R.L. Clark** 1994 221,000 53,106 8,000 3,000
Executive Vice 1993 204,000 44,554 8,000 --
President and 1992 90,769 20,159 8,000 --
Chief Operating
Officer -- Pratt
& Lambert United
F.H. Fitch*** 1994 193,670 -- 4,000 12,630
President, Pierce 1993 178,958 53,743 4,000 16,315
& Stevens 1992 175,480 30,849 3,000 15,613
J.F. Knapp**** 1994 206,182 41,667 -- --
President and
Chief Executive
Officer --
United Coatings
________________
* Represents amounts contributed by the Company to the
payroll-based employee stock ownership plan and the savings plan
<PAGE>
under Internal Revenue Code Section 401(k), including, for 1994,
$740, $1,179, $0 and $1,049 under the employee stock ownership
plan and $3,000, $3,000, $3,000 and $3,000 under the savings plan
for Messrs. Boldt, Castiglia, Clark and Fitch, respectively. In
the case of Mr. Fitch, this amount also represents contributions
by Pierce & Stevens Corporation, a wholly owned subsidiary of the
Company ("Pierce & Stevens"), under the Pierce & Stevens Deferred
Profit Sharing Plan, including $6,886 for 1994, as well as
interest earned by Mr. Fitch in the Pratt & Lambert United, Inc.
Plan for Deferral of Officers' Salaries, including $1,695 in
1994.
** Mr. Clark was employed by the Company on July 20, 1992.
*** Mr. Fitch retired effective July 28, 1995.
**** Mr. Knapp was employed by the Company on August 4, 1994.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option
grants during 1994 to the named executive officers.
Potential
% of Realizable Value
Total at Assumed Annual
Options Rates of Stock
Granted to Exercise Price
Options Employees or Base Appreciation
Granted in Fiscal Price Expiration for Option Term(d)
(#)(a) Year ($/Sh)(b) Date(c) 5%($) 10%($)
J.R. Boldt 5,000 3.7% $19.63 11/30/04 $ 61,710 $156,386
J.J. Castiglia 2,000(e)16.4 19.63 11/30/04 271,525 688,098
R.L. Clark 8,000 6.0 19.63 11/30/04 98,736 250,218
F.H. Fitch(f) 4,000 3.0 19.63 11/30/04 49,368 125,109
__________
(a) The options become exercisable in 25% increments each year
beginning one year after grant.
(b) The exercise price may be paid by the delivery of already-owned
Shares.
(c) Options expire upon termination of employment other than in the
event of death, disability or retirement.
(d) Based on actual option term and annual compounding. The
Securities and Exchange Commission requires that registered
corporations use this method or an option pricing model to
indicate the value of options. The Company has no way of
determining that any such method can properly establish the value
of an option.
(e) Includes options for 10,000 Shares granted to Mr. Castiglia
pursuant to his efforts in the United Coatings merger
transaction.
(f) Mr. Fitch retired effective July 28, 1995.
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FISCAL YEAR END OPTION VALUE
The following table provides information on option exercises in
1994 by the named executive officers and the value of such officers'
unexercised options at December 31, 1994.
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
Value FY-End(#) FY-End($)
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise(#) ($)* Unexercisable Unexercisable*
J.R. Boldt -- -- 37,000/12,000 $206,891/14,172
J.J. Castiglia -- -- 77,600/45,400 393,056/55,131
R.L. Clark -- -- 6,000/18,000 19,750/19,750
F.H. Fitch** -- -- 31,750/ 9,250 156,703/ 9,234
_______________
* Market value of underlying securities at exercise or year-end, minus
the exercise or base price.
** Mr. Fitch retired effective July 28, 1995.
PENSION PLANS
The Pratt & Lambert United Retirement Plan is a
noncontributory defined benefit pension plan which covers the
majority of all nonbargaining unit employees of the Company and
its subsidiaries. Until January 1, 1989, the plan provided
pension benefits in an amount which is the greater of a
participant's "basic benefit" or "minimum benefit" as determined
under separate formulas. The annual basic benefit was the sum of
the applicable percentages times the participant's compensation
received for each year of plan participation to a maximum of 35
years. For service prior to January 1, 1984, the applicable
percentages were 1% of the first $3,000 of compensation and 1-
2/3% of compensation in excess of $3,000; for service from
January 1, 1984, to December 31, 1988, the applicable percentages
were 1-2/3% of compensation up to the Social Security wage base
and 2-1/3% of compensation in excess of the base. The annual
minimum benefit determined as of a normal retirement date of
December 31, 1988, for a participant with 25 or more years of
service is equal to 50% of his final 5-year average compensation,
less 80% of his estimated Social Security benefits. The minimum
benefit for participants with less than 25 years of service is
proportionately reduced. The Tax Reform Act of 1986 required
changes in the plan's benefit structure, effective January 1,
1989, and the plan was amended to preserve benefits accrued as of
December 31, 1988, under the existing formulas, and to provide a
revised benefit formula for service after January 1, 1989. The
revised formula provides each participant an annual pension
benefit (in addition to the benefit accrued at December 31, 1988)
equal to 1 2/3% of his compensation for each year it is in
effect.
<PAGE>
Normal retirement under the plan is age 65. Early
retirement with reduced benefits is available at age 55 after at
least 10 years of service. The plan also provides vested benefits
after 5 years of service and spouse's death benefits.
Compensation counted for the plan includes salary, bonus,
overtime, commissions and salary deferred under a Section 401(k)
plan.
The Company and its affiliates have unfunded plans
which will pay a participant any pension benefits which cannot be
paid from the plan because of Internal Revenue Code limitations
or deferrals under an unqualified plan for deferral of officers'
salaries. Effective January 1, 1993, the Company and its
subsidiaries adopted the Pratt & Lambert United Minimum Benefit
Plan (the "Minimum Benefit Plan"), an unfunded plan which assures
that designated management employees will receive a pension
benefit at least equal to the pension benefit they would have
received had the minimum benefit formula under the plan continued
in effect after 1988.
The following table shows estimated annual benefits
payable upon normal retirement at age 65 (including amounts
attributable to the Minimum Benefit Plan and other unfunded
plans) in the indicated compensation and years of service
classifications. The benefits shown are calculated under the
Minimum Benefit Plan.
Estimated Annual Retirement
Benefits for the Number of
Average Annualized Compensation for Years of Credited Service Shown
Last 60 months of Credited Service 10 15 20 25
$100,000 $15,596 $23,393 $31,191 $38,989
125,000 20,596 30,893 41,191 51,489
150,000 25,596 38,393 51,191 63,989
175,000 30,596 45,893 61,191 76,489
200,000 35,596 53,393 71,191 88,989
225,000 40,596 60,893 81,191 101,489
250,000 45,596 68,393 91,191 113,989
275,000 50,596 75,893 101,191 126,489
300,000 55,596 83,393 111,191 138,989
325,000 60,596 90,893 121,191 151,489
350,000 65,596 98,393 131,191 163,989
375,000 70,596 105,893 141,191 176,489
400,000 75,596 113,393 151,191 188,989
Compensation counted for the plans includes salary,
bonuses, overtime, commissions and salary deferred under a
Section 401(k) plan and under a non-qualified plan for deferral
of officers' salaries. The salary and bonuses reported in the
table under the heading "Compensation of Executive Officers" are
substantially the compensation used for purposes of the plans for
1994 for Messrs. Castiglia, Clark and Boldt. Messrs. Castiglia,
Clark and Boldt had credited service under the plans as of
December 31, 1994, of 25, 1.42 and 17.75 years, respectively.
The benefits shown in the table are calculated as a
straight life annuity and are subject to offset by 80% of the
employee's Social Security benefit if the employee has 25 or more
<PAGE>
years of credited service, and by a proportionate part of such
benefit if the employee's credited service is less than 25 years.
The participants of the Minimum Benefit Plan receive
the greater of the benefit calculated under that plan, or the
basic benefit as previously described. While it is expected that
Messrs. Castiglia, Clark and Boldt will be entitled to benefits
under the Minimum Benefit Plan, the estimated annual basic
benefits payable to these individuals under the Pratt & Lambert
United Retirement Plan and unfunded plans are $136,305, $69,112
and $95,090, respectively, payable on a straight life basis
commencing at age 65. These estimates reflect benefits accrued at
December 31, 1994, plus projected benefits to normal retirement
date, assuming continued employment to age 65 and no change in
compensation after 1994.
EMPLOYMENT CONTRACTS, SEVERANCE AGREEMENTS,
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
Mr. Stevens, who retired as an executive officer and
employee of the Company on December 31, 1992, is receiving
$188,562 annually over a seven-year period pursuant to the
noncompetition and consulting provisions of his employment
contract which is substantially identical to the Employment
Agreement with Mr. Castiglia.
The disclosure set forth under "Arrangements with
Executive Officers, Directors or Affiliates of the Company" in
Item 3 of Schedule 14D-9 is incorporated by reference herein.
REPORT OF THE COMPENSATION COMMITTEE
Compensation Policy. The Company's compensation policy
is designed to ensure that a proper relationship exists between
executive remuneration and corporate performance as well as to
attract, retain and motivate executive officers. The Compensation
Committee currently intends that, whenever reasonably possible,
compensation paid to executive officers should be tax deductible
to the Company. The compensation of executive officers takes
three forms: base salary, bonuses and equity-based compensation.
All recommendations of the Compensation Committee with respect to
executive compensation are subject to ratification by the
Company's Board of Directors.
Executive Officers. The compensation of executive
officers is based on individual and corporate performance. Base
salary and incentive compensation of executive officers are
reviewed to assure that they are comparable with compensation
paid by other companies to employees with commensurate
responsibility, capability, experience and achievement.
Generally, compensation paid by the Company corresponds to the
median of the range of compensation paid by the surveyed
companies. The companies surveyed differ from the companies
comprising the peer group index plotted in the performance graphs
under the heading "Performance Graphs" because the Company's
competitors for executive talent are not necessarily the same
companies against which it compares it stock's performance.
<PAGE>
The bonuses of executive officers, other than Mr. Knapp
and the senior executive officers described below, are based on
the actual earnings of the Company compared to budgeted earnings.
In the case of executive officers who are presidents of business
units, other than Mr. Knapp, bonuses are based 75% on the
earnings of their unit to budget and 25% on Company consolidated
earnings to budget. In general, the Compensation Committee
assessed the overall performance of the Company and its executive
officers as good during 1994. In 1994 bonuses constituted 5.8% of
the total cash compensation of all executive officers other than
the three senior executive officers.
The compensation of Jules F. Knapp was negotiated on an
arm's length basis in connection with the Company's United
Coatings Merger.
The three senior executive officers of the Company
during 1994 were the president and chief executive officer (the
"CEO"), the executive vice president and chief operating officer
and the vice president, finance and chief financial officer. The
bonus component of compensation of senior executive officers is
calculated on the basis of corporate return on invested capital.
Base salaries of the senior executive officers are reviewed
annually. In determining the base salary of the senior executive
officers for 1994 pursuant to their employment contracts, the
Compensation Committee considered the salaries of comparable
executives in the surveyed companies. The Compensation Committee
also considered the net earnings of the Company before and after
taxes, inflation, the amount generated for distribution to
shareholders, the general performance of the Company and the
responsibilities and performance of the executives. The
Compensation Committee did not deem it appropriate to, and did
not, assign relative weights to these factors, given their nature
and number.
The CEO and the two other senior executive officers
received a bonus with respect to 1994 pursuant to their
employment contracts which provide for an incentive bonus (not to
exceed 75% of base salary), determined by a formula using a
moving three-year average of the Company's rate of return on
invested capital. This bonus is discretionary unless a specified
minimum return on invested capital is achieved. In 1994 bonuses
paid under the formula were not discretionary, and constituted
19.4% of the total cash compensation of each senior executive
officer, including the CEO. In addition, Mr. Boldt received a
one-time additional bonus of $15,000 in 1994 pursuant to his
efforts in the United Coatings merger transaction.
Equity-Based Compensation. The equity-based
compensation is designed to link the interests of the employees
with those of the Company's shareholders. Equity-based
compensation consists of stock option plans and a capital
accumulation program.
The purpose of the Company's stock option plans is to
provide selected key employees of the Company with additional
incentive to promote the continued success and profitable growth
<PAGE>
of the Company and the best interests of its shareholders. Under
a 1994 Award and Option Plan and 1990 Stock Option/Stock
Appreciation Rights Plan, in determining who shall receive option
grants and the number of the Company's Shares subject to each
grant, the Committee and the Board of Directors weigh the
positions and responsibilities of the grantees, the nature of
their services and their present and potential contributions to
the success of the Company. In addition, the merger agreement
with UCI requires the Company to use its best efforts to cause an
additional 300,000 Shares to be made available for the issuance
of options to United Coatings employees as a form of incentive
compensation to be granted over time following the United
Coatings Merger. Accordingly, in 1994, on the recommendation of
the Committee, the Board granted options for 134,000 shares to 51
employees of the Company, including options for 22,000 shares to
the CEO, which includes options for 10,000 shares granted
pursuant to his efforts in the United Coatings Merger
transaction, and options for 27,000 shares to eight other
executive officers.
The capital accumulation program, which covers
substantially all nonbargaining employees of the Company
including the CEO, is composed of a payroll-based employee stock
ownership plan ("PAYSOP") and a savings plan structured under
Section 401(k) of the Internal Revenue Code. Under the PAYSOP the
Company contributes an amount equal to .5% of each eligible
employees's compensation up to $150,000 as indexed, which is
invested in the Company's Shares. The 401(k) savings plan allows
eligible employees to contribute on a before-tax basis up to 7%
of compensation to a maximum deferral of $9,240, as indexed. The
Company makes a matching contribution equal to the participant's
contributions, up to 2% of compensation. Although employees may
contribute up to 10% of compensation on an after-tax basis, there
is no match by the Company on these contributions. Employee
contributions are invested in one or both of two investment funds
as selected by the employee; the Company's contributions are
invested in Shares.
The Compensation Committee believes that its
compensation decisions during 1994 effectively related corporate
performance to executive compensation and provided adequate
incentives to the Company's executive officers.
Seymour H. Knox, III, Chairman
Mark L. Claster
Alvin L. Gorman
Jeffrey L. Kenner
Wilfred J. Larson
David R. Newcomb
Robert O. Swados
<PAGE>
PERFORMANCE GRAPHS
The graph below compares the performance of the Company
with that of the American Stock Exchange Market Value Index, the
Standard & Poor's 500 Stock Index and a group of peer companies.
All investments have been weighted based upon market
capitalization. Companies in the peer group are as follows: The
Dexter Corporation; H.B. Fuller Company; Grow Group, Inc.;
Guardsman Products, Inc.; Lilly Industries, Inc.; Loctite
Corporation; PPG Industries, Inc.; RPM, Inc.; The Sherwin-
Williams Company; SICO, Inc.; Standard Brands Paint Company and
The Valspar Corporation. The selection of companies for inclusion
in the peer group was approved by the Company's Board of
Directors.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
PERFORMANCE GRAPH
VALUE AT YEAR END* 89 90 91 92 93 94
Pratt & Lambert United, Inc. $100 $72 $101 $103 $120 $139
AMEX Market Value Index 100 85 104 106 126 111
S&P 500 Index 100 97 126 136 150 152
Peer Group 100 116 156 190 212 217
* Assumes a $100 investment on December 31, 1989, and
reinvestment of all dividends.
The following graphs compare the performance of the
Company with that of the Standard & Poor's 500 Stock Index for 10
and 15 year periods. These graphs have been included to provide
additional information concerning the Company's total return
relative to a broad market index over longer periods of time,
because the Company's business focus has been and continues to be
long term.
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
PERFORMANCE GRAPH
<PAGE>
<TABLE>
<CAPTION>
YEAR 84 85 86 87 88 89 90 91 92 93 94
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Pratt & Lambert, Inc. $100 $187 $227 $271 $278 $284 $205 $286 $292 $340 $394
S&P 500 Index 100 132 156 164 191 252 244 318 343 377 382
</TABLE>
COMPARISON OF FIFTEEN-YEAR CUMULATIVE TOTAL RETURN
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
YEAR 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Pratt &
Lambert,
Inc. $100 $149 $155 $200 $298 $294 $552 $668 $797 $818 $837 $604 $843 $859 $1001 $1160
S&P 500
Index 100 132 126 153 187 198 261 309 325 379 499 483 631 679 747 757
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF PRINCIPAL HOLDERS OF VOTING SECURITIES
The following information is provided with respect to
persons who are known to the Company to be the beneficial owners,
as defined in Rule 13d-3 under the Securities Exchange Act of
1934, of more than 5% of the Company's Shares as of November 1,
1995.
Generally, Rule 13d-3 provides that, for certain
limited purposes, a person is considered to be the beneficial
owner of Shares with respect to which such person, directly or
indirectly, has or shares voting power or investment power. Thus,
more than one person may be considered to be the beneficial owner
of the same Shares. The fact that a person is considered to be
the beneficial owner of Shares does not necessarily mean that
such person has any economic interest in those Shares.
Amount and Nature of Beneficial Ownership
Shared Voting
& Investment Other Shared
Name and Address Sole Voting and Power, Voting and
of Beneficial Investment Retirement Investment Percent of
Owner Power Plans Power Shares
Jules F. Knapp 1,493,835 -- 575,226 19.3%
980 North Michigan (See Note 1)
Avenue
Suite 1120
Chicago, IL 60011
Joseph J. Castiglia 224,094 407,813 -- 5.9%
75 Tonawanda Street (See Note 2)
Buffalo, New York 14207
_______________
(1) Of the 1,493,835 Shares disclosed as to which Mr. Knapp
has sole voting and investment power, 1,420,023 are
shares held by a trust of which he serves as trustee.
The 575,226 Shares shown as to which Mr. Knapp has
other shared voting and investment power are held by a
trust as to which his wife has sole voting power and as
to which he disclaims having any economic interest.
(2) Of the 224,094 Shares disclosed as to which Mr.
Castiglia has sole voting and investment power, 94,300
are shares which he may acquire through options
exercisable on or before January 8, 1996. The Shares
shown as shared voting and investment power, retirement
plans, are shares as to which Mr. Castiglia has shared
voting and investment power as an administrator under a
deferred profit sharing plan at Pierce & Stevens Corp.,
a wholly owned subsidiary of the Company and the Pratt
& Lambert United Capital Accumulation Program
("Retirement Plans"). Of the Shares included in the
Company's Retirement Plans, 3,911 are held for the
account of Mr. Castiglia.
<PAGE>
SECURITY OWNERSHIP BY DIRECTORS AND OFFICERS
Beneficial ownership, as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, of Shares, as of November 1,
1995, by each of the Company's directors and by its directors and
officers as a group, together with the percentage of total
outstanding Shares represented by such ownership, is set forth
below. This information does not reflect the effects of the
Shareholder Agreement, the Intershareholder Agreement or the
Stock Option Agreement upon beneficial ownership. See "The United
Coatings Merger and Related Matters" herein and "Stock Option
Agreement" in Item 3 of Schedule 14D-9.
Amount and Nature of Beneficial Ownership
Shared Voting
& Investment Other Shared
Name of Sole Voting and Power, Voting and Percent of
Individual Investment Retirement Investment Common
or Group Power Plans Power Shares
A.M. Boas 109,766 -- -- 1.0%
J.R. Boldt(a) 53,415 407,813 -- 4.3%
J.J. Castiglia(b) 224,094 407,813 -- 5.9%
R.L. Clark(c) 26,200 -- -- *
M.L. Claster 60,233 -- -- .6%
A.L. Gorman 2,000 -- -- *
J.L. Kenner 475,000 -- -- 4.4%
J.F. Knapp(d) 1,493,835 -- 575,226 19.3%
J. Knapp 22,783 -- -- *
S.H. Knox, III(e) 22,100 -- 8,800 *
W.J. Larson 4,000 -- -- *
R.A. Marks 5,000 -- -- *
D.R. Newcomb 3,600 -- -- *
R.D. Stevens, Jr.(f) 150,004 106,630 183,446 4.1%
R.O. Swados 2,050 -- -- *
All directors and
officers as a group
(20 persons)(a)(b)(c)(d)
(e)(f) 2,770,160 407,813 767,472 35.8%
_________________
(a) Includes 41,500 Shares which Mr. Boldt may acquire
through options exercisable on or before January 8,
1996, and shares as to which Messrs. Castiglia and
Boldt have shared voting and investment power as
administrators under the Retirement Plans, including
2,139 shares held in the Pratt & Lambert United Capital
Accumulation Program for the account of Mr. Boldt.
(b) See "Security Ownership of Principal Holders of Voting
Securities" for information regarding Shares owned by
Mr. Castiglia.
(c) Includes 12,000 Shares which Mr. Clark may acquire
through options exercisable on or before January 8,
1996.
<PAGE>
(d) See "Security Ownership of Principal Holders of Voting
Securities" for information regarding Shares owned by
Mr. Knapp.
(e) The 8,800 Shares shown as other shared voting and
investment power are shares held in trust for the
benefit of family members as to which Mr. Knox has
shared voting and investment powers. Mr. Knox disclaims
any economic interest in such shares.
(f) Of the 150,004 Shares disclosed as to which Mr. Stevens
has sole voting and investment power, 72,000 are shares
which he may acquire through options exercisable on or
before January 8, 1996. The 106,630 Shares shown as
shared voting and investment power, retirement plans,
are shares as to which Mr. Stevens has shared voting
and investment power as an administrator under the
Deferred Profit Sharing Plan of Pierce & Stevens. Of
the 183,446 Shares shown as to which Mr. Stevens has
other shared voting and investment power, 146,905 are
held by him as co-trustee for certain of his relatives
as to which he shares voting and investment power and
as to which he disclaims having any economic interest.
The Shares shown opposite Mr. Stevens' name exclude
137,472 Shares owned by Mr. Stevens' wife and adult
children and trusts for such children and 323,906
Shares owned by other relatives, or held in trusts for
their benefit, as to which he disclaims beneficial
ownership.
* Less than .5% of the Shares outstanding.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors and persons owning
more than 10% of the outstanding Shares to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than 10%
holders of Shares are required to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on copies of such forms furnished as
provided above, or written representations that no Forms 5 were
required, the Company believes that through the date hereof, all
Section 16(a) filing requirements applicable to its officers,
directors and owners of greater than 10% of its Shares were
complied with.
INFORMATION WITH RESPECT TO PARENT DESIGNEES
As of the date of this Information Statement, the
Parent has not determined who will be Parent Designees. However,
Parent Designees shall be selected from among the following
persons.
<PAGE>
Set forth below is the name, business address,
principal occupation or employment and five year employment
history of the persons who may be Parent Designees. Unless
otherwise indicated, each such person has held the occupation
listed opposite his name for at least the past five years and
each occupation refers to employment with the Parent. The
principal business address of each Parent Designee is 101
Prospect Avenue, N.W., Cleveland, Ohio 44115-1075. All persons
listed below are citizens of the United States. None of the
persons listed below owns any Shares.
Present Principal Occupation
or Employment and Five-Year
Name Employment History
William P. Antonace Mr. Antonace has served as Vice
President & Director -- Operations,
Coatings Division since March 1993,
prior to which he served as Director --
Materials Management, Coatings Division
commencing July 1992. From April 1991 to
July 1992, Mr. Antonace served as Vice
President & Director -- Sales &
Operations, Transportation Division.
David A. Ayres Mr. Ayres has served as Vice President &
Director -- Purchasing, Coatings
Division commencing July 1991, prior to
which he served as Director of
Purchasing, Coatings Division commencing
October 1979.
Rodney P. Becker Mr. Becker has served as Vice President
& Director -- Manufacturing, Coatings
Division since February 1992, prior to
which he served as Vice President &
Director -- Manufacturing, Consumer
Division commencing January 1987.
Charlie M. Johnson Mr. Johnson has served as Vice President
& Director -- Research & Development,
Coatings Division since May 1992, prior
to which he served as Vice President &
Director -- Operations, Automotive
Division commencing January 1988.
Michael A. Kilbane Mr. Kilbane has served as Vice President
& Director -- Marketing -- National
Accounts Group, Consumer Brands Division
since February 1992, prior to which he
served as Unit Director -- National
Marketing Group, Consumer Division
commencing February 1991. From January
1989 to February 1991, Mr. Kilbane
served as National Manager -- Dutch Boy
Marketing & Sales.
<PAGE>
Michael E. Marinis Mr. Marinis has served as Director --
Human Resources, Coatings Division since
February 1992, prior to which he served
as Director -- Human Resources, Consumer
Division commencing September 1987.
William A. McSwain Mr. McSwain has served as Vice President
& Director -- Operations, Consumer
Brands Division since February 1992,
prior to which he served as Controller -
- Marketing Administration, Consumer
Division commencing August 1989.
Stephen J. Perisutti Mr. Perisutti has served as Attorney
since November 1991, prior to which he
served as an Associate Attorney with
Benesch, Friedlander, Coplan & Aronoff
commencing September 1988.
Mark A. Smolik Mr. Smolik has served as Corporate
Counsel since July 1991, prior to which
he served as Attorney commencing January
1990.
David N. Stefko Mr. Stefko has served as Controller --
Consumer Brands Division since February
1991, prior to which he served as
Controller -- SW Marketing, Consumer
Division commencing September 1991. From
June 1989 to September 1991, Mr. Stefko
served as Director -- Budgets, Consumer
Division.
Rochelle F. Walk Ms. Walk has served as Director --
Marketing Communications, Consumer
Brands Division since January 1993,
prior to which she served as Corporate
Counsel commencing May 1990.
<PAGE>
EXHIBIT D
JOINT FILING AGREEMENT
Pursuant to Rule 13d-l(f)(1) under the Securities
Exchange Act of 1934, the undersigned hereby agree that only one
statement containing the information required by Schedule 13D
need be filed on behalf of all of the undersigned with respect to
the ownership by each of the undersigned of shares of Common
Stock of Pratt & Lambert United, Inc.
This agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
EXECUTED as a sealed instrument this 30th day of
November, 1995.
November 30, 1995 JFK Annuity Trust II*
November 30, 1995 JFK Annuity Trust III*
November 30, 1995 Jules F. Knapp Family Trust
No. IV*
November 30, 1995 Jules F. Knapp*
November 30, 1995 Edwin Marks*
November 30, 1995 Nancy Marks*
November 30, 1995 Carol Marks*
November 30, 1995 Linda Marks*
November 30, 1995 Constance Rubenfein*
November 30, 1995 Marjorie Boas*
November 30, 1995 Andrew Boas*
November 30, 1995 Carol Boas*
November 30, 1995 Mark Claster*
November 30, 1995 Susan Claster*
November 30, 1995 Richard Boas*
November 30, 1995 Robert Davidoff*
November 30, 1995 David Gruber*
November 30, 1995 Robert Marks*
<PAGE>
November 30, 1995 Carl Marks Foundation*
November 30, 1995 Elizabeth Boas*
November 30, 1995 Jeffrey L. Kenner*
November 30, 1995 The 1995 Martin R. Lewis
GRAT #2*
November 30, 1995 Raymond D. Stevens, Jr.*
November 30, 1995 Aline L. Stevens*
November 30, 1995 Raymond D. Stevens, III*
November 30, 1995 R.D. Stevens, Jr. IRA*
November 30, 1995 Annie E. Stevens
Trust No. 2.0.1*
November 30, 1995 Annie E. Stevens
Trust No. 3.0.2*
November 30, 1995 Annette Wells Stevens
Trust No. 2.0.4*
November 30, 1995 Annette Wells Stevens
Trust No. 3.0.5*
November 30, 1995 R.D. Stevens, Jr.
Trust No. 2.2.A*
November 30, 1995 R.D. Stevens, Jr.
Trust No. 2.3.B*
November 30, 1995 R.D. Stevens, Jr.
Trust No. 2.4.C*
November 30, 1995 George E. Stevens
Trust No. 3.2.AA*
November 30, 1995 George E. Stevens
Trust No. 3.3.BB*
November 30, 1995 George E. Stevens
Trust No. 3.4.CC*
November 30, 1995 Annette Stevens Wilton
Trust No. 2.O.W*
November 30, 1995 Annette Wells Stevens
Trust No. 3.O.W*
<PAGE>
November 30, 1995 Annette Wells Stevens
Trust No. 2.5.W*
November 30, 1995 Wilfred J. Larson*
November 30, 1995 Robert O. Swados*
* By: Attorney-in-Fact or Trustee
_____________________
* This Agreement was executed pursuant to the Power of
Attorney attached hereto as Exhibit E.
<PAGE>
EXHIBIT E
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints James R.
Boldt and Paul N. Edwards, Esq., and each of them, with full
power to act without the other, his or her true and lawful
attorney-in-fact, with full power of substitution, to sign any
and all instruments, certificates and documents that may be
necessary, desirable or appropriate to be executed on behalf of
himself or herself as an individual, or in his or her capacity as
a trustee or custodian, pursuant to section 13 or 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange
Commission, and with any other entity when and if such is
mandated by the Exchange Act of otherwise granting unto said
attorney-in-fact full power and authority to do and perform each
and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said
attorney-in-fact, or his substitutes, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been
signed as of the th day of November, 1995.
November 30, 1995 JFK Annuity Trust II
ByJ.F. Knapp
November 30, 1995 JFK Annuity Trust III
ByJ.F. Knapp
November 30, 1995 Jules F. Knapp Family Trust
No. IV
ByJ.F. Knapp
November 30, 1995 J.F. Knapp
Jules F. Knapp
November 30, 1995 Edwin Marks
Edwin Marks
November 30, 1995 Nancy Marks*
Nancy Marks
November 30, 1995 Carol Marks*
Carol Marks
November 30, 1995 Linda Marks*
Linda Marks
<PAGE>
November 30, 1995 Constance Rubenfein*
Constance Rubenfein
November 30, 1995 Marjorie Boas**
Marjorie Boas
November 30, 1995 Andrew Boas
Andrew Boas
November 30, 1995 Carol Boas
Carol Boas
November 30, 1995 Mark Claster
Mark Claster
November 30, 1995 Susan Claster
Susan Claster
November 30, 1995 Richard Boas
Richard Boas
November 30, 1995 Robert Davidoff
Robert Davidoff
November 30, 1995 David Gruber
David Gruber
November 30, 1995 Robert Marks
Robert Marks
November 30, 1995 Carl Marks Foundation
ByMark L. Claster
Vice President
November 30, 1995 Elizabeth Boas
Elizabeth Boas
November 30, 1995 Jeffrey L. Kenner
Jeffrey L. Kenner
November 30, 1995 The 1995 Martin R. Lewis
GRAT #2
ByMartin R. Lewis, Trustee
November 30, 1995 R.D. Stevens, Jr.
Raymond D. Stevens, Jr.
November 30, 1995 Aline L. Stevens
Aline L. Stevens
November 30, 1995 Raymond D. Stevens, III
Raymond D. Stevens, III
November 30, 1995 R.D. Stevens, Jr. IRA
ByR.D. Stevens, Jr.
<PAGE>
November 30, 1995 Annie E. Stevens
Trust No. 2.0.1
ByR.D. Stevens, Trustee
November 30, 1995 Annie E. Stevens
Trust No. 3.0.2
ByR.D. Stevens, Trustee
November 30, 1995 Annette Wells Stevens
Trust No. 2.0.4
ByR.D. Stevens, Trustee
November 30, 1995 Annette Wells Stevens
Trust No. 3.0.5
ByR.D. Stevens, Trustee
November 30, 1995 R.D. Stevens, Jr.
Trust No. 2.2.A
ByAline L. Stevens, Trustee
November 30, 1995 R.D. Stevens, Jr.
Trust No. 2.3.B
ByAline L. Stevens, Trustee
November 30, 1995 R.D. Stevens, Jr.
Trust No. 2.4.C
ByAline L. Stevens, Trustee
November 30, 1995 George E. Stevens
Trust No. 3.2.AA
ByR.D. Stevens, Jr., Trustee
November 30, 1995 George E. Stevens
Trust No. 3.3.BB
ByR.D. Stevens, Jr., Trustee
November 30, 1995 George E. Stevens
Trust No. 3.4.CC
ByR.D. Stevens, Jr., Trustee
November 30, 1995 Annette Stevens Wilton
Trust No. 2.O.W
ByR.D. Stevens, Jr., Trustee
<PAGE>
November 30, 1995 Annette Wells Stevens
Trust No. 3.O.W
ByR.D. Stevens, Jr., Trustee
November 30, 1995 Annette Wells Stevens
Trust No. 2.5.W
ByR.D. Stevens, Jr., Trustee
November 30, 1995 Wilfred J. Larson
Wilfred J. Larson
November 30, 1995 Robert O. Swados
Robert O. Swados
*By Edwin S. Marks, Attorney-in-Fact.
**By Mark L. Claster, Attorney-in-Fact.
<PAGE>
