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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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SYRATECH CORPORATION
(Name of the Issuer)
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SYRATECH CORPORATION
LEONARD FLORENCE
THOMAS H. LEE
THL TRANSACTION I CORP.
(Name of Person(s) Filing Statement)
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Syratech Common Stock, par value $0.01 per share
(Title of Class of Securities)
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871824108
(CUSIP Number of Class of Securities)
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Syratech Corporation THL Transaction I Corp.
175 McClellan Highway c/o Thomas H. Lee Company
East Boston, Massachusetts 02128 75 State Street, 26th Floor
Boston, Massachusetts 02109
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
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Copies to:
James L. Purcell, Esq. James Westra, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison Hutchins, Wheeler & Dittmar
1285 Avenue of the Americas 101 Federal Street
New York, New York 10019 Boston Massachusetts 02110
(212) 373-3342 (617) 951-6600
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This Statement is filed in connection with:
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.
Check the following box if the soliciting material or information statement
referred to in checking box (a) are preliminary copies: /x/
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CUSIP 871824108 SCHEDULE 13E-3
INTRODUCTION
This statement is being filed by Syratech Corporation ("Syratech" or the
"Company"), Thomas H. Lee, THL Transaction I Corporation ("THL I"), a
corporation that has been organized by Thomas H. Lee Company, and Leonard
Florence in connection with the proposed merger (the "Merger") of THL I with
and into Syratech pursuant to a Restated Agreement and Plan of Merger, dated as
of November 27, 1996, effective as of October 23, 1996 and amended on February
14, 1996 (the "Merger Agreement"). The Merger Agreement provides, among other
things, that each share of Syratech common stock, par value $0.01 per share
("Syratech Common Stock"), (other than (i) shares of Syratech Common Stock held
by Syratech or any wholly owned subsidiary thereof, which will be canceled and
retired and (ii) 35,232 shares of Syratech Common Stock which will be
contributed by Leonard Florence upon the Merger and which will then be
cancelled and retired and (iii) shares of Syratech Common Stock the holders of
which have duly perfected their appraisal rights) will be entitled, at the
election of the stockholder thereof and subject to the terms described herein
and in the Syratech Proxy Statement/Prospectus (as amended, the "Proxy
Statement/ Prospectus") and the Registration Statement on Form S-4 (as amended,
the "Registration Statement") filed by Syratech with the Securities and
Exchange Commission ("SEC") on November 26, 1996, as amended by Amendment No. 2
to the Proxy Statement/Prospectus and the Registration Statement filed with the
SEC on the date hereof, either (a) to receive $32 in cash (except that Leonard
Florence will be entitled to receive only $28.00 in cash) or (b) to retain one
fully paid and nonassessable share of Syratech Common Stock, other than (i)
Leonard Florence who is required by the Merger Agreement to retain 528,472
shares of Syratech Common Stock and (ii) Faye A. Florence, Alan R. Kanter,
Melvin L. Levine and E. Merle Randolph, who are required by the Merger
Agreement to retain an aggregate of 123,766 shares of Syratech Common Stock.
In addition, because no more than an aggregate of 868,250 shares of Syratech
Common Stock may be retained by existing Syratech stockholders (other than any
person listed as an executive officer in Syratech's 1996 Proxy Statement (each
a "Management Stockholder")), the right to retain shares of Syratech Common
Stock may be subject to proration, as set forth in the Merger Agreement and as
described in the Proxy Statement/Prospectus and the Registration Statement.
The following cross reference sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement/Prospectus of the information required to be included in response to
items of this Statement. The information in the Proxy Statement/Prospectus and
the Registration Statement, including all exhibits thereto, is hereby expressly
incorporated herein by reference and the responses to each item are qualified in
their entirety by the provisions of the Proxy Statement/Prospectus and the
Registration Statement. All information in, or incorporated by reference in, the
Proxy Statement/Prospectus, the Registration Statement or this Statement
concerning Syratech or its advisors, or actions or events with respect to any of
them, was provided by Syratech, all information in, or incorporated by reference
in, the Proxy Statement/Prospectus, the Registration Statement or this Statement
concerning Mr. Florence, or actions or events with respect to him, was provided
by Mr. Florence, all information in, or incorporated by reference in, the
Proxy Statement/Prospectus or this Statement concerning THL I or its advisors,
or actions or events with respect to any of them, was provided by THL I and all
information in, or incorporated by reference in, the Proxy Statement/Prospectus
or this Statement concerning Mr. Lee, or actions or events with respect to him,
was provided by Mr. Lee.
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CROSS REFERENCE SHEET
PURSUANT TO INSTRUCTION F
OF SCHEDULE 13E-3
ITEM NUMBER AND LOCATION OR CAPTION IN PROXY
HEADING STATEMENT/PROSPECTUS OR
REGISTRATION STATEMENT
Item 1. Issuer and Class of
Securities subject to the
Transaction
subpart 1(c) "SUMMARY--Price of Syratech Common Stock"
Item 2. Identity and Background
subparts 2(a) - (d) and (g) "SCHEDULE I--Certain Information Regarding
THL Transaction I Corp and Thomas H. Lee
Company"
Item 3. Past Contacts,
Transactions or Negotiations
subpart (a) "THE MERGER--Background of the Merger"
subpart (b) "THE MERGER--Interest of Certain Persons
in the Merger" and "--Employment Agreements"
Item 4. Terms of the Transactions
subpart (a) "THE MERGER--Merger Consideration",
"--Non-Cash Election", "--Non-Cash Election
Procedure", "--Conversion/Retention of
Shares; Procedure for Exchange of
Certificates" and "--Conditions to
Consummation of the Merger" and "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT"
subpart (b) "THE MERGER--Interests of Certain Persons
in the Merger" and "--Employment
Agreements"
Item 5. Plans or Proposals of the
Issuer or Affiliate
subpart (c) "THE MERGER--Employment Agreements" and
"CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Board of Directors and Officers
of the Company Following the Merger"
subpart (d) "SUMMARY--The Merger, Effect of the
Merger", "THE MERGER--NYSE De-listing" and
"--Merger Financings" and "DESCRIPTION OF
SYRATECH CAPITAL STOCK--Syratech Common
Stock Following the Merger"
subpart (f) and (g) "SPECIAL FACTORS/RISK FACTORS--Delisting,
Loss of Liquidity"
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ITEM NUMBER AND LOCATION OR CAPTION IN PROXY
HEADING STATEMENT/PROSPECTUS OR REGISTRATION
STATEMENT
Item 6. Source and Amount of
Funds or Other Consideration
subpart (a) "THE MERGER -- Merger Consideration" and
"-- Merger Financings"
subpart (b) "THE SPECIAL MEETING -- Solicitation of
Proxies" and "CERTAIN PROVISIONS OF THE
MERGER AGREEMENT -- Expenses and Certain
Required Payments"
subpart (c) "THE MERGER -- Merger Financing" and
Exhibit (a).
Item 7. Purpose(s), Alternatives,
Reasons and Effects
subparts (a) - (c) "SPECIAL FACTORS/RISK FACTORS" and
"THE MERGER -- Background of the Merger"
and "-- Recommendation of the Board;
Reasons for the Merger"
subpart (d) "SPECIAL FACTORS/RISK FACTORS -- Control
by the Thomas H. Lee Company",
"-- Delisting; Loss of Liquidity;
Reporting Obligations", "-- Federal
Income Tax Consequences",
"-- Substantial Leverage; Stockholders'
Deficit; Liquidity" and "-- Potential
Dilution of Syratech", "THE MERGER --
Background of the Merger", "-- Reasons
for the Merger; Recommendation of the
Board", "--NYSE De-Listing" and "--
Resale of Syratech Common Stock
Following the Merger" and "PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL
INFORMATION"
Item 8. Fairness of the Transaction
subparts (a), (b), (d) and (e) "SPECIAL FACTORS/RISK FACTORS" and
"THE MERGER -- Background of the
Merger", "-- Reasons for Merger:
Recommendation of the Board" and
"-- Opinion of the Financial Advisor"
subpart (c) "SPECIAL FACTORS/RISK FACTORS" and "THE
SPECIAL MEETING -- Record Date; Stock
Entitled to Vote; Quorum"
Item 9. Reports, Opinions,
Appraisals and Certain
Negotiations
subparts (a) and (b) "SPECIAL FACTORS/RISK FACTORS" and "THE
MERGER -- Background to the Merger",
"-- Opinion of Financial Advisor" and
"-- Information Concerning the
Financial Advisor" and "ANNEX II Opinion
of Merrill Lynch & Co. dated October 23,
1996"
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ITEM NUMBER AND LOCATION OR CAPTION IN PROXY
HEADING STATEMENT/PROSPECTUS OR REGISTRATION
STATEMENT
subpart (c) "SPECIAL FACTORS/RISK FACTORS" and
"ANNEX II Opinion of Merrill Lynch & Co. dated
October 23, 1996"
Item 10. Interest in
Securities of the Issuer
subpart (a) "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
Item 11. Contracts, "ANNEX I Restated Agreement and Plan of Merger"
Arrangements or Understandings and Amendment of Agreement and Plan of Merger
with Respect to Issuer's and "THE MERGER -- Interests of Certain Persons
Securities in the Merger" and "--Employment Agreements"
Item 12. Present Intention
and Recommendation of Certain
Persons with Regard to the
Transaction
subpart (a) "THE SPECIAL MEETING -- Required Votes"
subpart (b) "THE MERGER -- Background of the Merger" and
"--Reasons for the Merger; Recommendation of
the Board"
Item 13. Other Provisions of
the Transaction
subpart (a) "DISSENTING STOCKHOLDERS' RIGHTS" and
"ANNEX III -- Excerpts from Delaware General
Corporation Law Relating to Dissenters' Rights"
Item 14. Financial Information
subpart (a) "SUMMARY -- Selected Consolidated Historical
Financial Data of Syratech Corporation" and
"SYRATECH CORPORATION CONSOLIDATED FINANCIAL
STATEMENTS"
subpart (b) "SUMMARY -- Selected Pro Forma Consolidated
Financial Data of Syratech Corporation" and
"PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS"
Item 15. Persons and Assets
Employed, Retained or Utilized
subpart (a) "THE SPECIAL MEETING -- Solicitation of Proxies"
and "THE MERGER -- Background of the Merger"
and "--Interests of Certain Persons in the
Merger"
subpart (b) "THE SPECIAL MEETING -- Solicitation of Proxies"
and "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT -- Expenses and Certain Required
Payments"
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SCHEDULE 13E-3
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The issuer of the class of equity securities which is the subject
of the Rule 13e-3 transaction is Syratech Corporation ("Syratech" or the
"Company"). Syratech's principal executive office is located at 175 McClellan
Highway, East Boston, Massachusetts 02128-9114.
(b) The title of the equity securities which are the subject of the
Rule 13e-3 transaction is Common Stock, par value $0.01 per share ("Common
Stock"), and approximately 8,695,631 shares of such Common Stock were
outstanding on December 31, 1996. Syratech had approximately 1,485 stockholders
of record on December 31, 1996.
(c) The information set forth under "SUMMARY--Price of Syratech Common
Stock" in the Proxy Statement/Prospectus is incorporated herein by reference.
(d) Syratech has never declared or paid any cash dividends on its
Common Stock. The Merger Agreement prohibits Syratech from paying dividends
without THL I's consent. Also, the Company's Loan Agreements restrict the
amount of any payment of cash dividends in any year to 33-1/3% of net income
for the prior year.
(e) Not applicable.
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(f) On December 29, 1995, Syratech effectively purchased 3,064,751
shares of Syratech Common Stock from affiliates of Katy Industries, Inc. for
$52,054,000 or approximately $17 per share.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g). This statement is being filed by Syratech (the issuer
of the class of equity securities which is the subject of the Rule 13e-3
transaction); Leonard Florence, Chairman, President and CEO of Syratech
Corporation, 175 McClellan Highway, East Boston, MA, Company Director; Thomas H.
Lee, President of the Thomas H. Lee Company, 75 State Street, 26th Floor,
Boston, MA, and a Company Director; and THL I of 75 State Street, 26th Floor,
Boston, MA. The information set forth in the Section "Proposal No. 1--ELECTION
OF DIRECTORS" of Syratech's 1996 Proxy Statement, as incorporated by reference
into the Proxy Statement/ Prospectus, and "SCHEDULE I--Certain Information
Regarding THL Transaction I Corp and Thomas H. Lee Company" of the Proxy
Statement/Prospectus are incorporated herein by reference.
(e) and (f). During the last five years, neither the Company nor THL I,
to the best of their knowledge, any of their respective directors or executive
officers nor Leonard Florence nor Thomas H. Lee, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining any further violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.
(g) All of the directors and officers of Syratech and THL I,
respectively, and Thomas H. Lee and Leonard Florence are citizens of the
United States of America.
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in the Section "THE MERGER--Background of
the Merger" and "THE MERGER--Interest of Certain Persons in the Merger" and
"--Employment Agreements" of the Proxy Statement/Prospectus is incorporated
herein by reference.
(b) The information set forth in the Sections "THE MERGER--Interests of
Certain Persons in the Merger" and "--Employment Agreements" of the Proxy
Statement/Prospectus is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) and (b). The information set forth in the Sections "THE MERGER
- --Merger Consideration", "--Non-Cash Election", "--Non-Cash Election Procedure",
"--Conversion/Retention of Shares; Procedures for Exchange of Certificates" and
"--Conditions to the Consummation of the Merger" and "CERTAIN PROVISIONS OF THE
MERGER AGREEMENT" of the Proxy Statement/Prospectus is incorporated herein by
reference.
(b) The information set forth in the Sections "THE MERGER--Interests of
Certain Persons in the Merger" and "--Employment Agreements" of the Proxy
Statement/Prospectus is incorporated herein by reference.
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a), (b) and (e) Not Applicable.
(c) The information set forth in the Sections "THE MERGER --
Employment Agreements" and "CERTAIN PROVISIONS OF THE MERGER AGREEMENT -- Board
of Directors and Officers of the Company Following the Merger" of the Proxy
Statement/Prospectus is incorporated herein by reference.
(d) The information set forth in the Sections "SUMMARY -- The Merger",
"-- Effect of the Merger", "THE MERGER -- NYSE Delisting" and "-- Merger
Financing" and "DESCRIPTION OF SYRATECH CAPITAL STOCK -- Syratech Common Stock
Following the Merger" of the Proxy Statement/Prospectus is incorporated herein
by reference.
(f)-(g) The information set forth in the Section "SPECIAL FACTORS/RISK
FACTORS -- Delisting; Loss of Liquidity" of the Proxy Statement/Prospectus is
incorporated herein by reference.
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ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Sections "THE MERGER--Merger
Consideration" and "--Merger Financings" of the Proxy Statement/Prospectus is
incorporated herein by reference.
(b) The information set forth in the Sections "THE SPECIAL MEETING--
Solicitation of Proxies" and "CERTAIN PROVISIONS OF THE MERGER AGREEMENT--
Expenses and Certain Required Payments" of the Proxy Statement/Prospectus is
incorporated herein by reference. The following have also been incurred or are
estimated to be incurred in connection with this transaction:
(i) Filing/Registration Fees*................. $55,531
(ii) HSR Act Fees..............................[ ]
(iii) Legal Fees*...............................[ ]
(iv) Accounting Fees*..........................[ ]
(v) Appraisal Fees*...........................[ ]
(vi) Solicitation Expenses*....................[ ]
(vii) Printing Fees*............................[ ]
* To be paid by the Company.
(c) The information set forth in the Section "THE MERGER--Merger
Financings" of the Proxy Statement/Prospectus and in the Commitment Letter
attached as Exhibit (a) to the filed Schedule 13E-3 are incorporated herein by
reference.
(d) Not Applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the Sections "SPECIAL FACTORS/RISK
FACTORS" and "THE MERGER--Background of the Merger", "--Reasons for the Merger;
Recommendation of the Board" and "--Opinion of Company's Financial
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Advisor" and "ANNEX II--Opinion of Merrill Lynch & Co." of the Proxy
Statement/Prospectus is incorporated herein by reference.
(d) The information set forth in the Sections "SPECIAL FACTORS/RISK
FACTORS--Control by the Thomas H. Lee Company", "--Delisting; Loss of
Liquidity", "--Federal Income Tax Consequences", "--Substantial Leverage;
Stockholders' Deficit; Liquidity" and "--Potential Dilution of Syratech
Stockholders," "THE MERGER--Background of the Merger", "--Reasons for the
Merger; Recommendation of the Board", "--NYSE De-Listing" and "--Resale of
Syratech Common Stock Following the Merger" and "PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS" of the Proxy Statement/Prospectus is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a), (b), (d) and (e). The information set forth in the Sections
"SPECIAL FACTORS/RISK FACTORS" and "THE MERGER--Background of the Merger",
"--Reasons for Merger; Recommendation of the Board" and "--Opinion of
Financial Advisor" of the Proxy Statement/Prospectus is incorporated herein by
reference.
(c) The information set forth in the Sections "SPECIAL FACTORS/RISK
FACTORS" and "THE SPECIAL MEETING--Record Date; Stock Entitled to Vote; Quorum"
of the Proxy Statement/Prospectus is incorporated herein by reference.
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(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) and (b). The information set forth in the Sections "SPECIAL
FACTORS/RISK FACTORS" and "THE MERGER--Background of the Merger", "--Opinion of
Financial Advisor" and "--Information Concerning the Company's Financial
Advisor" and "ANNEX II Opinion of Merrill Lynch & Co. dated October 23, 1996"
of the Proxy Statement/Prospectus is incorporated herein by reference.
(c) The Opinion of Merrill Lynch & Co., dated October 23, 1996, is
included in the information to be circulated to stockholders and shall also be
made available for inspection and copying at the principal executive offices of
the Company during its regular business hours by any interested equity security
holder of the Company or his representative who has been designated in writing.
At the written request of such a security holder, a copy of that opinion will be
sent, at the security holder's expense, to such security holder or his
representative. The information set forth in "Exhibit (b)(2)" to this Schedule
will be made available for inspection and copying at the principal executive
offices of the Company by any interested equity security holder of the Company
or his representative who has been designated in writing. At the written request
of such a security holder, a copy of that Exhibit will be sent, at the security
holder's expense, to such security holder or his representative.
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the Section "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" of the Proxy Statement/Prospectus is
incorporated herein by reference. On March , 1997, neither Thomas H. Lee nor
THL I owned any Syratech Common Stock.
(b) None
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
The information set forth in the Sections "CERTAIN PROVISIONS OF THE MERGER
AGREEMENT" and "THE MERGER -- Background of the Merger", "-- Interests of
Certain Persons in the Merger" and "-- Employment Agreements" of the Proxy
Statement/Prospectus is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a) The information set forth in the Section "THE SPECIAL
MEETING -- Required Votes" of the Proxy Statement/Prospectus is incorporated
herein by reference.
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(b) The information set forth in the Sections "THE MERGER -- Background of
the Merger" and "-- Reasons for the Merger; Recommendation of the Board" of the
Proxy Statement/Prospectus is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Section "DISSENTING STOCKHOLDERS'
RIGHTS" and "ANNEX III -- Excerpts from Delaware General Corporation Law
Relating to Dissenters' Rights" of the Proxy Statement/Prospectus is
incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth in the Sections "SUMMARY -- Selected
Consolidated Historical Financial Data of Syratech Corporation" and "SYRATECH
CORPORATION CONSOLIDATED FINANCIAL STATEMENTS" of the Proxy Statement/
Prospectus is incorporated herein by reference.
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(b) The information set forth in the Sections "SUMMARY -- Selected Pro
Forma Consolidated Financial Data of Syratech Corporation" and "PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS" of the Proxy Statement/Prospectus
is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in Sections "THE SPECIAL
MEETING -- Solicitation of Proxies" and "THE MERGER -- Background of the Merger"
and "-- Interests of Certain Persons in the Merger" of the Proxy Statement/
Prospectus is incorporated herein by reference.
(b) The information set forth in Sections "THE SPECIAL MEETING --
Solicitation of Proxies" and "CERTAIN PROVISIONS OF THE MERGER AGREEMENT --
Expenses and Certain Required Payments" of the Proxy Statement/Prospectus is
incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional information is set forth in the Proxy Statement/Prospectus
attached as Exhibit (d) to the Schedule 13E-3 and incorporated herein by
reference in its entirety.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- ----------------------------------------------------------------------------------
<S> <C>
*(a) Commitment letter dated February 14, 1997 addressed to THL I by NationsBank, N.A.
and NationsBanc Capital Markets, Inc.
*(b)(1) Fairness Opinion of Merrill Lynch & Co dated October 23, 1996.
*(b)(2) Materials presented to the Board by Merrill Lynch & Co, as adviser to the Special
Committee.
*(c)(1) Form of Restated Agreement and Plan of Merger dated as of November 27, 1996,
effective as of October 23, 1996 between Syratech and THL I (the "Merger Agreement").
*(c)(2) Amendment to the Merger Agreement.
*(d) Syratech Proxy Statement.
*(e) Excerpts from Delaware General Corporation Law Relating to Dissenters' Rights are
attached to Exhibit (d).
* Previously filed.
** Filed herewith.
</TABLE>
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SIGNATURES
AFTER REASONABLE INQUIRY AND TO THE BEST OF THE UNDERSIGNEDS' KNOWLEDGE
AND BELIEF, THE UNDERSIGNED CERTIFY THAT THE INFORMATION SET FORTH IN THIS
STATEMENT IS TRUE, COMPLETE AND CORRECT.
SYRATECH CORPORATION
/s/ FAYE A. FLORENCE
By: _________________________
Name: Faye A. Florence
Title: Vice President, General
Counsel and Secretary
THL TRANSACTION I CORP.
/s/ SCOTT A. SCHOEN
By: _________________________
Name: Scott A. Schoen
Title: President
/s/ LEONARD FLORENCE
_________________________
Leonard Florence
/s/ THOMAS H. LEE
_________________________
Thomas H. Lee
Dated: March 11, 1997
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