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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13e-3 THEREUNDER)
AMENDMENT NO. 3
SKYLINE CHILI, INC.
(Name of Issuer)
SKYLINE CHILI, INC. PHILLIP M. LEWIS, JR.
SKYLINE ACQUISITION CORP. FLEET VENTURE RESOURCES, INC.
KEVIN R. MCDONNELL FLEET EQUITY PARTNERS VI, L.P.
JEFFRY W. SHELTON KENNEDY PLAZA PARTNERS
THOMAS L. ALLEN CHISHOLM PARTNERS III, L.P.
(Name of Persons Filing Statement)
COMMON STOCK
(Title of Class of Securities)
8308121104
(CUSIP Number of Class of Securities)
Kevin R. McDonnell
Skyline Chili, Inc.
4180 Thunderbird Lane
Fairfield, Ohio 45014
(513) 874-1188
WITH COPIES TO:
Mark J. Zummo, Esq. Richard G. Small, Esq.
Kohnen & Patton LLP Edwards & Angell
1400 Carew Tower 2700 Hospital Trust Tower
Cincinnati, Ohio 45202 Providence, RI 02903
(513) 381-0656 (401) 274-9200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
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Check the following box if the soliciting materials referred to in
checking box (a) are preliminary copies. [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$23,633,951 $4,726.79
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $4,726.79 Filing Party: Skyline Chili, Inc.
Form or Registration No.: Preliminary Proxy Statement Date Filed: December 5, 1997
Schedule 14A
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* For purposes of calculating the fee only. This transaction applies to
an aggregate of 3,389,173 outstanding shares (the "Cash Out Shares") of
Common Stock of Skyline Chili, Inc. (the "Company") computed as
follows: (i) 3,397,773 outstanding shares of the Company's Common
Stock, less (ii) 8,600 shares (the "Management Shares") held by certain
members of management which will be exchanged for shares of common
stock of the surviving corporation in the transaction, as described in
the Proxy Statement submitted as Exhibit (d)(7) hereto.
The cash consideration being offered to shareholders of the Company for
each share of Common Stock is $6.75 per share (other than with respect
to the Management Shares).
The proposed maximum aggregate value of the transaction is $23,633,951
(the sum of (i) the product of the Cash Out Shares and $6.75, and (ii)
cash consideration of $757,033 to be paid for options being surrendered
in connection with the transaction.) The total fee of $4,726.79 was
paid by wire transfer on December 4, 1997 to the Federal lock box
depository account at Mellon Bank. The amount of the filing fee,
calculated in accordance with Rule 0-11 promulgated under the
Securities Exchange Act of 1934, as amended, equals 1/50 of one percent
of the maximum aggregate value of the transaction.
This Transaction Statement (the "Statement") is being filed with the
Securities and Exchange Commission jointly by (i) the Company, (ii) Kevin R.
McDonnell, Jeffry W. Shelton, Thomas L. Allen and Phillip M. Lewis, Jr.
(collectively, the "Management Group"), (iii) Skyline Acquisition Corp., an Ohio
corporation ("Acquisition Co."), and (iv) Fleet Venture Resources, Inc., a Rhode
Island corporation, Fleet Equity Partners VI, L.P., a Delaware limited
partnership, Kennedy Plaza Partners, a Rhode Island general partnership, and
Chisholm Partners III, L.P., a Delaware limited partnership (collectively
"Fleet"), in connection with the filing of a Proxy Statement by the Company
under the Securities Exchange Act of 1934, as amended.
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This Statement relates to a proposal to adopt an Agreement and Plan of
Merger (the "Merger Agreement") among the Company, certain consenting
shareholders of the Company and Acquisition Co. dated November 26, 1997, as
amended, pursuant to which Skyline Acquisition Corp. will be merged with and
into the Company (the "Merger"). Upon the consummation of the Merger, each
outstanding share of Common Stock (other than the Management Shares and an as
yet unknown number of shares held by shareholders who may perfect their
dissenters' rights), will be converted into the right to receive $6.75 in cash
for each share of Common Stock. Following the consummation of the Merger, the
Company will be owned by the Management Group and Fleet.
Pursuant to General Instruction F to Schedule 13E-3, the information
identified below as contained in the Proxy Statement is hereby incorporated by
reference in answer to the items of this Schedule. Where substantially identical
information required by Schedule 13E-3 is included under more than one caption,
reference may be made to only one caption of the Proxy Statement.
CROSS REFERENCE SHEET
Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
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(a)...................................... "SUMMARY - Date, Time and Place of Special Meeting";
"SUMMARY - Parties to the Merger"
(b)...................................... "SUMMARY - Purpose of the Special Meeting"; "SUMMARY - Record
Date and Quorum"; "SUMMARY - Market Prices of Common Stock
and Dividends"; "MARKET PRICES OF COMMON STOCK AND
DIVIDENDS"
(c) - (d)................................ "SUMMARY - Market Prices of Common Stock and Dividends";
"MARKET PRICES OF COMMON STOCK AND DIVIDENDS"
(e)...................................... Not applicable
(f)...................................... "SPECIAL FACTORS - Conflicts of Interest"
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ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13E-3 is being filed by (i) Skyline Chili, Inc., the issuer of the
class of equity securities which is the subject of this Rule 13e-3 transaction,
(ii) Kevin R. McDonnell, Jeffry W. Shelton, Thomas L. Allen and Phillip M.
Lewis, Jr., (iii) Skyline Acquisition Corp, and (iv) Fleet Venture Resources,
Inc., Fleet Equity Partners VI, L.P., Kennedy Plaza Partners, and Chisholm
Partners III, L.P.
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(a) - (d)................................ "SUMMARY - Parties to the Merger" ;"CERTAIN INFORMATION
CONCERNING THE COMPANY, THE MANAGEMENT GROUP,
ACQUISITION CO., AND FLEET"
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Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
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(e) - (f)................................ During the past five years, none of the persons listed in the Proxy
Statement under the caption "CERTAIN INFORMATION CONCERNING THE COMPANY,,THE
MANAGEMENT GROUP, ACQUISITION CO. AND FLEET" except to the extent described under
such caption, (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
further violation of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
(g)...................................... "CERTAIN INFORMATION CONCERNING THE COMPANY, THE MANAGEMENT GROUP,
ACQUISITION CO. AND FLEET"
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1)................................... Not applicable
(a)(2)................................... "SPECIAL FACTORS - Background of Merger"; "SPECIAL FACTORS
- Conflicts of Interest"
(b)...................................... "SPECIAL FACTORS - Background of Merger"; "SPECIAL FACTORS
- Conflicts of Interest"
ITEM 4. TERMS OF THE TRANSACTION
(a)...................................... "SPECIAL FACTORS - Conflicts of Interest"; "THE MERGER"
(b)...................................... "SPECIAL FACTORS - Background of the Merger"; "SPECIAL
FACTORS - Conflicts of Interest"; "SPECIAL FACTORS -
Certain Effects of the Merger"; "THE MERGER"
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) - (g)................................ "SPECIAL FACTORS - Conflicts of Interest"; "SPECIAL FACTORS -
Certain Effects of the Merger"; "SPECIAL FACTORS - Conduct of the
Company's Business After the Merger"; "THE MERGER - Financing"
ITEM 6. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) - (d)................................ "SPECIAL FACTORS - Purpose and Reasons of the Management Group
and Fleet"; "SPECIAL FACTORS - Conflicts of Interest"; "THE
MERGER - Financing"; "PROXY SOLICITATION"
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Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
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ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
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(a) - (c)................................ "SPECIAL FACTORS - Background of the Merger"; "SPECIAL
FACTORS - The Special Committee's and Board's Recommendation";
"SPECIAL FACTORS - Purpose and Reasons of the Management Group
and Fleet"; "SPECIAL FACTORS - Position of the Management Group,
Fleet and Acquisition Co. as to Fairness of the Merger"
(d)...................................... "SPECIAL FACTORS - The Special Committee's and Board's
Recommendation"; "SPECIAL FACTORS - Conflicts of Interest";
"SPECIAL FACTORS - Certain Effects of the Merger"; "FEDERAL
INCOME TAX CONSEQUENCES"
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) - (f)................................ "SPECIAL FACTORS - Background of Merger"; "SPECIAL
FACTORS - The Special Committee's and Board's Recommendation";
"SPECIAL FACTORS - Opinion of Equitable"; "SPECIAL FACTORS -
Position of the Management Group, Fleet and Acquisition Co.
as to Fairness of Merger"; "APPROVAL OF THE MERGER AND
DISSENTERS' RIGHTS - Required Shareholder Votes"
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) - (c)................................ "SPECIAL FACTORS - Background of Merger"; "SPECIAL FACTORS
- Opinion of Equitable"; "APPENDIX B"
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a)...................................... "SPECIAL FACTORS - Conflicts of Interest"; "PRINCIPAL
SHAREHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT"
(b)...................................... Not applicable
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES
"SPECIAL FACTORS - Background of Merger"; "SPECIAL FACTORS - Conflicts
of Interest"; "THE MERGER - Financing"; "APPROVAL OF THE MERGER
AND DISSENTERS' RIGHTS - Required Shareholder Votes"
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Item of Location in Proxy Statement
Schedule 13E-3 (For Incorporation by Reference)
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ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTIONS
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(a) - (b)................................ "SPECIAL FACTORS - The Special Committee's and Board's
Recommendation"; "SPECIAL FACTORS - Position of the Management
Group, Fleet and Acquisition Co. as to Fairness of the Merger";
"SPECIAL FACTORS - Conflicts of Interest"; "APPROVAL OF THE
MERGER AND DISSENTERS' RIGHTS"
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a)...................................... "APPROVAL OF THE MERGER AND DISSENTERS' RIGHTS";
"APPENDIX C"
(b) - (c)................................ Not applicable
ITEM 14. FINANCIAL INFORMATION
(a)...................................... "SELECTED CONSOLIDATED FINANCIAL DATA"; "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS"; Company's Financial
Statements (as set forth in the "FS" pages) accompanying the Proxy Statement
(b)...................................... Not applicable
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) - (b)................................ "PROXY SOLICITATION"; "THE MERGER - Financing"; "SPECIAL FACTORS -
Conflicts of Interest"
ITEM 16. ADDITIONAL INFORMATION
The Proxy Statement and the Financial Statements and Appendices attached thereto.
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS.
(a)...................................... (1) Letter dated March 26, 1998 from The Provident Bank to Fleet
Venture Resources, Inc. and Skyline Chili, Inc. (1)
(b)...................................... (2) Opinion of Equitable Securities Corporation dated November 20,
1997 (included as Appendix B to the Definitive Proxy Statement
of Skyline Chili, Inc. filed February 13, 1998) (4)
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Item of
Schedule 13E-3
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(3) Presentation materials to the Special Committee of the Board of
Directors of Skyline Chili, Inc. prepared by Equitable Securities
Corporation dated November 20, 1997 (2)
(c)...................................... (4) Agreement and Plan of Merger dated November 26, 1997
between the Company, certain consenting shareholders of the
Company, and Skyline Acquisition Corp., as amended by a First
Amendment to Agreement and Plan of Merger dated January 9,
1998 (included as Appendix A to the Definitive Proxy Statement
of Skyline Chili, Inc. filed February 13, 1998) (4)
(5) Second Amendment to Agreement and Plan of Merger dated March 20, 1998
between the Company, certain consenting shareholders of the Company
and Skyline Acquisition Corp. (6)
(6) Investment Agreement dated November 26, 1997 between Skyline Acquisition Corp.,
Fleet Venture Resources Inc. and certain affiliated entities, the Management
Group and certain other key employees of the Company (2)
(7) Form of Stockholders' Agreement to be entered into between the Company,
Fleet Venture Resources, Inc. and certain affiliated entities, the
Management Group and certain other key employees of the Company (3)
(d)...................................... (8) Chairman's Letter to Shareholders, Notice of Special Meeting of
Shareholders and Definitive Proxy Statement of Skyline Chili,
Inc. filed February 13, 1998 (4)
(9) Definitive Proxy Statement of Skyline Chili, Inc. - Additional
Materials filed February 27, 1998 (5)
(10) Definitive Proxy Statement of Skyline Chili, Inc. - Additional
Materials filed March 26, 1998 (6)
(e)...................................... (11) Sections 1701.84 and 1701.85 of the Ohio Revised Code
included as Appendix C to the Definitive Proxy Statement of
Skyline Chili, Inc. filed February 13, 1998, and the Section of
that Proxy Statement entitled "APPROVAL OF THE MERGER
AND DISSENTERS' RIGHTS" (4)
(f)...................................... Not Applicable
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(1) Filed herewith.
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(2) Incorporated herein by reference from the preliminary Schedule 13E-3
filed by Skyline Chili, Inc. on December 5, 1997, File No. 5-40057.
(3) Incorporated herein by reference from Amendment No. 1 to Schedule 13E-3
filed by Skyline Chili, Inc. on January 20, 1998, File No. 5-40057.
(4) Incorporated herein by reference from the Definitive Proxy Statement of
Skyline Chili, Inc. filed February 13, 1998.
(5) Incorporated herein by reference from the Definitive Proxy Statement of
Skyline Chili, Inc. - Additional Materials filed February 27, 1998.
(6) Incorporated herein by reference from the Definitive Proxy Statement of
Skyline Chili, Inc. - Additional Materials filed March 26, 1998.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SKYLINE CHILI, INC. Date of Execution
By: /s/ KEVIN R. MCDONNELL March 26, 1998
------------------------------------------
Kevin R. McDonnell, President and Chief
Executive Officer
SKYLINE ACQUISITION CORP.
By: /s/ BERNARD V. BUONANNO, III March 26, 1998
------------------------------------------
Bernard V. Buonanno, III, President
/s/ KEVIN R. MCDONNELL March 26, 1998
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KEVIN R. MCDONNELL
/s/ JEFFRY W. SHELTON March 26, 1998
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JEFFRY W. SHELTON
/s/ THOMAS L. ALLEN March 26, 1998
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THOMAS L. ALLEN
/s/ PHILLIP M. LEWIS, JR. March 26, 1998
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PHILLIP M. LEWIS, JR.
FLEET VENTURE RESOURCES, INC.
By: /s/ BERNARD V. BUONANNO, III March 26, 1998
------------------------------------------
Bernard V. Buonanno, III
Vice-President
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FLEET EQUITY PARTNERS VI, L.P.
By: Fleet Growth Resources, II, Inc.,
a General Partner
By: /s/ BERNARD V. BUONANNO, III March 26, 1998
-----------------------------------------------
Bernard V. Buonanno, III, Vice-President
KENNEDY PLAZA PARTNERS
By: /s/ BERNARD V. BUONANNO, III March 26, 1998
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Bernard V. Buonanno, III, Authorized Partner
CHISHOLM PARTNERS III, L.P.
By: Silverado III, L.P. a General Partner
By: Silverado III, Corp., a General Partner
By: /s/ BERNARD V. BUONANNO, III March 26, 1998
-----------------------------------------------
Bernard V. Buonanno, III, Vice-President
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EXHIBIT 17(A)(1)
March 26, 1998
Mr. Bernard V. Buonanno III Mr. Kevin R. McDonnell
Vice President President and CEO
Fleet Venture Resources, Inc. Skyline Chili, Inc.
Mail Stop: RI MO F12C 4180 Thunderbird Lane
50 Kennedy Plaza Fairfield, OH 45014
Providence, RI 02903
Dear Messrs. Buonanno and McDonnell:
The Provident Bank is pleased to outline below the committed terms and
conditions of a bank credit facility for Skyline Chili, Inc. and its
subsidiaries. If you are in agreement with these terms and conditions, please
indicate your acceptance by signing in the space provided below and returning
the original copy to my attention.
Borrower: Skyline Chili, Inc. and its subsidiaries
(collectively "Skyline" or the "Company").
Amount: $22,200,000 senior secured credit facility consisting
of the following:
Facility A: $6,000,000 six year Revolver
Facility B: $10,000,000 six year Term Loan
Facility C: $6,200,000 Reducing Irrevocable
Letter of Credit in favor of
Industrial Revenue Bond Trustee
Purpose: To refinance existing indebtedness, provide capital
for the acquisition of Skyline, general working
capital corporate purposes, and pay related
transaction costs.
Interest Margins: The Prime Rate and LIBOR margin for Facilities A and
B shall be the percentage set forth in the pricing
matrix below for the applicable debt ratio level
(defined as Net Debt (defined as total debt less cash
and cash equivalents) divided by EBITDA less CapEx)
calculated over the preceding four fiscal quarters.
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Mr. Bernard V. Buonanno III
Mr. Kevin R. McDonnell
March 26, 1998
Page 2
Prime Libor
Debt Ratio Margin Margin
----------------------------------------------------
Greater than or equal to
3.0x, but less than 4.5x 0.50% 2.50%
Greater than or equal to
2.0x, but less than 3.0x 0.25% 2.25%
Less than 2.0x 0.00% 2.00%
Interest shall be due and payable monthly in arrears,
calculated on the basis of the actual number of days
elapsed over an assumed year consisting of three
hundred sixty (360) days.
Fees: Closing: 1.00% of the Committed Amount
Unused: 0.50%
L/C: 1.75% per annum
Optional
Prepayments: Year 1 3.0% premium
No premium shall be assessed in the event the loans
are prepaid as the result of the sale of the Company,
an initial public offering, or from mandatory
prepayments from excess cash flow recapture.
Bank Services: All primary deposit accounts, including without
exception all operating and cash management accounts
of the Borrower, shall be maintained at Provident
during the term of the credit facilities.
Expenses: Borrower to reimburse Provident in an amount up to
$75,000 for all reasonable out-of-pocket expenses
including, without limitation, legal fees, recording
fees, filing fees and other related expenses whether
or not this transaction is consummated.
Final Maturity: Six years from closing
Revolver Availability: Advances under Facility A shall be limited by a
multiple of total debt to cash flow. The multiple of
debt to cash flow used during the first year would be
4.5 and subsequent years to be mutually determined
and agreed upon. Cash flow to be measured on a
quarterly basis. Field audits of not more than twice
per year to be performed by Provident with all
out-of-pocket expenses to be borne by the Borrower.
Expenses not to exceed $1,000 per audit.
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Mr. Bernard V. Buonanno III
Mr. Kevin R. McDonnell
March 26, 1998
Page 3
Amortization: Facility B shall amortize quarterly according to the
following schedule:
Year Facility B
-------------------------------------
1 $1,000,000
2 1,250,000
3 1,500,000
4 1,750,000
5 1,750,000
6 2,750,000
-------------------------------------
Total $10,000,000
=====================================
Mandatory Prepayments: Mandatory prepayments shall be made from 100% of the
net proceeds from i) permitted asset sales (other
than a mutually agreeable sale/leaseback program);
ii) condemnation awards; iii) casualty loss insurance
recoveries to the extent the affected assets are not
replaced in accordance with the terms of the credit
agreement; iv) post closing purchase price
adjustments; and, v) from 50% of Excess Cash Flow
(defined as Net Income, plus Depreciation, plus
Amortization, plus/minus normal changes in working
capital, less permitted loan amortization actually
paid, minus permitted capital expenditures paid in
cash). Mandatory prepayments to be applied against
Facility B in the inverse order of maturity.
Security: The credit facility shall be secured by a first
priority, senior security interest in and lien upon
substantially all of Borrower's assets, tangible and
otherwise, whether now owned or hereafter acquired
and wherever located, including a negative pledge of
100% of the common stock of Borrower.
Life Insurance: Life insurance to be purchased on key management
personnel and assigned to Provident in an amount
to-be-determined.
Syndication Assistance: If requested, Borrower agrees to assist Provident in
forming a syndicate of lenders which shall include,
but not be limited to, supplying additional
information and making appropriate officers of the
Borrower available to participate in informational
meetings with potential syndicate members.
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Mr. Bernard V. Buonanno III
Mr. Kevin R. McDonnell
March 26, 1998
Page 4
Conditions Precedent: Conditions precedent shall be usual and customary for
similar transactions including without limitation:
1. Satisfactory documentation of the facility
as outlined;
2. Evidence of satisfactory insurance coverage;
3. Receipt of valid security interests as
contemplated hereby;
4. Evidence of the repayment of all of
Borrower's existing debt, other than its IRB
debt;
5. Satisfactory opinions of counsel on all
legal and tax issues deemed appropriate by
Provident and its counsel;
6. No material adverse change in the condition
(financial or other) of the operations,
assets, liabilities and prospects of the
Borrower, its subsidiaries or the
acquisition targets; and
7. Contribution of $10,000,000 net new cash
common equity from Fleet Equity Partners and
$750,000 cashless rollover of stock options
and $200,000 in new cash and stock
contribution from management.
Documents/Covenants: Loan Agreement to include standard representations
and warranties for going private transactions, events
of default, and conditions precedent. Loan covenants
shall be usual and customary for similar transactions
including maximum debt to cash flow; minimum interest
and fixed charge coverage; minimum EBITDA; limitation
on capital expenditures; and limitations on payment
of dividends, stock repurchase, management fees,
redemptions or other distributions to shareholders or
affiliates. Other covenants and provisions of the
loan agreement to include, without limitation, the
following:
1. Financial reporting to include monthly
financial statements certified by the
Borrower's Chief Financial Officer,
quarterly covenant compliance reporting, and
annual audited financial statements
including an auditor's management letter;
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Mr. Bernard V. Buonanno III
Mr. Kevin R. McDonnell
March 26, 1998
Page 5
2. Limitation on disposition of assets (other
than mutually agreeable sale/leaseback and
Company owned to franchisee conversion
programs), acquisitions, change of business,
and change of control;
3. No dividends to be declared or paid on
Borrower's equity;
4. Limitation on management fees;
5. Limitation on closing fees and expenses
estimated at $1.5 million; and
6. Limitation against additional debt.
Closing Date: By May 8, 1998.
Expiration: This commitment shall expire unless accepted by
March 30, 1998, 5:00 pm EST.
Governing Law: State of Ohio.
If you are in agreement with these terms and conditions, please execute in the
space provided below and return the original to my attention.
I look forward to working with you on this transaction.
Sincerely,
/s/ ERIC JEFFRIES
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Eric Jeffries
Vice President
AGREED AND ACCEPTED THIS 30TH DAY OF MARCH, 1998.
By: /s/ BERNARD V. BUONANNO III By: /s/ KEVIN R. MCDONNELL
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