SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
SPECIALTY EQUIPMENT COMPANIES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
847497203
(CUSIP Number)
Gordon E. Forth, Esq.
WOODS, OVIATT, GILMAN, STURMAN & CLARKE LLP
44 Exchange Street
Rochester, New York 14614
(716) 454-5370
-----------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
September 16, 1997
(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 |_|
Page 1 of 16 Pages
<PAGE>
CUSIP NO. 847497203 Page 2 of 16 Pages
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Malcolm I. Glazer Family Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada
- --------------------------------------------------------------------------------
Number of Shares 7 SOLE VOTING POWER
Beneficially Owned By
Each Reporting Person 7,925,532.14
With
--------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------
9 SOLE DISPOSITIVE POWER
7,925,532.14
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,925,532.14
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|-|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
Page 2 of 16 Pages
<PAGE>
CUSIP NO. 847497203 Page 3 of 16 Pages
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Malcolm I. Glazer
S.S. No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
- --------------------------------------------------------------------------------
Number of Shares 7 SOLE VOTING POWER
Beneficially Owned By
Each Reporting Person 0
With
--------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,925,532.14
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|-|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
Page 3 of 16 Pages
<PAGE>
This Amendment No. 7 ("Amendment No. 7") amends and supplements the
statement ("Statement") to the Schedule 13D, dated December 2, 1993, as
previously amended ("Scheduled 13D"), on behalf of MALCOLM I. GLAZER ("Glazer")
relating to the common stock $0.01 par value per share of Specialty Equipment
Companies, Inc. ("Specialty Equipment"). All capitalized terms used herein and
not otherwise defined herein have the meanings previously ascribed to such terms
in the Schedule 13D.
Item 2. Identity and Background.
Item No. 2 is hereby amended by inserting the following after the last
paragraph thereof:
(a) On or about December 19, 1996, Glazer as Trustee of The Malcolm Glazer
Revocable Trust (the "Glazer Trust") transferred to the Malcolm I. Glazer Family
Limited Partnership (the "Glazer LP" and, together with Glazer the "Reporting
Persons") 6,795,676 shares of Common Stock and a warrant to purchase
approximately 1,129,856.14 shares of Common Stock (which number is subject to
adjustment under the warrant). The Glazer LP is a Nevada limited partnership,
with Malcolm I. Glazer GP, Inc. (the "GP") as its sole general partner and the
Glazer Trust as its sole limited partner. The GP's sole executive officer,
director and shareholder is Glazer.
(b) The business address of the Glazer LP is 1325 Airmotive Way, Suite 130,
Reno, Nevada 89502. The business address of Glazer is 1482 South Ocean
Boulevard, Palm Beach, Florida 33480.
(c)-(d) None of the Reporting Persons during the last five years has been
convicted in a criminal proceeding or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction, the result of which
subjected or subjects it to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of the Transaction.
Item No. 4 is hereby amended by inserting the following immediately after
the last paragraph:
On September 16, 1997, Specialty Equipment issued a press release
announcing that its Board of Directors had approved a plan to repurchase up to
$10 million worth of its common stock, par value $.01 per share ("Common
Stock"), in the open market and in private transactions. A copy of the press
release is attached hereto as Exhibit 6 and is incorporated herein by reference.
Page 4 of 16 Pages
<PAGE>
In connection with the Repurchase Plan program, the Reporting Persons
entered into a Stock Purchase Agreement (which is described in Item 6 below)
pursuant to which the Glazer LP has agreed to sell and Specialty Equipment has
agreed to purchase certain Specialty Equipment shares held by the Glazer LP so
that the Glazer LP's percentage ownership of Specialty Equipment's issued and
outstanding stock (as determined pursuant to SEC Rule 13d-3) will not change
solely as a result of the repurchase plan.
Item 5. Interest in Securities of the Issuer.
Item No. 5 is hereby amended by inserting the following immediately after
the last paragraph thereof:
(a) As a result of the transfer described in Item No. 2, the Reporting
Persons are the beneficial owners of 7,925,532.14 shares of Common Stock, which
constitutes approximately 40.8% of Specialty Equipment's issued and outstanding
shares of Common Stock as calculated under SEC Rule 13d-3.
(b) The GP, as the sole general partner of the Glazer LP, has the sole
power to vote or to direct the vote and the sole power to dispose of, or to
direct the disposition of the Common Stock held by the Glazer LP.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
Item No. 6 is hereby amended by inserting the following immediately after
the last paragraph thereof:
In connection with a stock repurchase plan announced by Specialty Equipment
on September 16, 1997, the Reporting Persons entered into a Stock Purchase
Agreement (the "Agreement"), a copy of which is annexed hereto as Exhibit 7 and
incorporated herein by reference. Pursuant to this Agreement, the Reporting
Persons will sell to Specialty Equipment a portion of their shares at the
average per share price paid by Specialty Equipment to other selling
stockholders for purchases made pursuant to the repurchase plan. The number of
shares to be sold will equal the number of shares purchased by Specialty
Equipment in the repurchase plan multiplied by the percentage of Specialty
Equipment's issued and outstanding stock held by the Glazer LP as determined
pursuant to SEC Rule 13d- 3 (i.e., 40.8%). As a result, the percentage of
Specialty Equipment's issued and outstanding stock held by the Glazer LP will
not change solely as a result of the repurchase plan. The Reporting Persons have
further agreed under the Agreement that, while the Agreement is in effect, the
Glazer LP will not sell any Specialty Equipment shares which it holds, except in
certain specified circumstances. The Agreement terminates upon the earlier to
occur of the consummation of the repurchase plan, Specialty Equipment's
termination of the repurchase plan or the 46th Nasdaq National Marketing trading
day after Specialty Equipment makes its first purchase pursuant to the
repurchase plan.
Page 5 of 16 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by inserting the following immediately after the
last paragraph:
Exhibit 6 - September 16, 1997 Press Release issued by
Specialty Equipment Companies, Inc.
Exhibit 7 - Stock Purchase Agreement dated as of September
16, 1997 between Malcolm Glazer, Malcolm I.
Glazer Family Limited Partnership, and Specialty
Equipment Companies, Inc.
Page 6 of 16 Pages
<PAGE>
SIGNATURE PAGE
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: September 26, 1997 MALCOLM I. GLAZER FAMILY LIMITED
PARTNERSHIP
By: /s/ Malcolm I. Glazer
---------------------
Malcolm I. Glazer G.P., Inc.,
general partner
by Malcolm I. Glazer, President
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: September 26, 1997 MALCOLM I. GLAZER
By: /s/ Malcolm I. Glazer
---------------------
Malcolm I. Glazer
Page 7 of 16 Pages
EXHIBIT 6
---------
FOR IMMEDIATE RELEASE
TUESDAY, SEPTEMBER 16, 1997
SPECIALTY EQUIPMENT COMPANIES, INC. ANNOUNCES
STOCK BUYBACK PLAN; SAYS CURRENT
PRICE UNDERVALUES THE COMPANY
AURORA, IL -- SEPTEMBER 16TH - SPECIALTY EQUIPMENT COMPANIES, INC. (NASDAQ:
SPEQ), a leading global supplier to the food service and beverage equipment
industries, today announced that its Board of Directors have approved a plan to
purchase $10 million of its common stock (up to 600,000 shares, or approximately
3 percent) in the open market and in private transactions. The company currently
has 21.4 million fully-diluted shares outstanding.
The exact number of shares to be purchased and the price to be paid will depend
upon the availability of shares, the prevailing market prices and any other
considerations which may, in the opinion of the Board of Directors or
management, affect the advisability of purchasing SPEQ shares. The shares
purchased will be held as treasury shares and used for general corporate
purposes. The share repurchases will be funded from existing cash, internally
generated funds or through short-term debt.
One of the company's major shareholders and a Director, Malcolm Glazer, will
participate in the plan and has agreed to sell a pro-rata portion of his shares
at the same prices paid to other selling shareholders so that his percentage
interest in the company will remain the same. A Special Committee of the Board
has approved this agreement.
Specialty's President and CEO Jeffrey P. Rhodenbaugh said, "With our stock
trading at a deep discount to both the S&P 500 multiple and that of our peer
group, we believe that the current price undervalues our company and presents an
attractive investment opportunity to increase shareholder value. Our strong cash
flow and our confidence in our long-term outlook are the driving factors behind
this move.
"Combined with our plans to expand our global leadership positions in our
operating businesses both internally and through acquisitions, this buyback
program should be an important step in expanding the financial community's
recognition of our compelling current valuation relative to our industry as well
as our prospects for long-term growth."
Specialty Equipment Companies, Inc. manufactures a broad array of commercial
cooking and refrigeration equipment for the foodservice industry. Specialty's
operating units are
Page 8 of 16 Pages
<PAGE>
Beverage-Air, Gamko, Taylor, Wells/Bloomfield and World Dryer. Its products are
sold to major fast food restaurant and convenience store chains, specialty
chains, soft drink bottlers international breweries and institutional
foodservice operators around the world. Its common stock is traded on the NASDAQ
Stock Market under the ticker symbol "SPEQ."
Except for historical information contained herein, this press release contains
forward- looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated and discussed herein. These factors include: general economic
conditions and their impact on the growth of the quick service restaurant and
soft drink bottler industries, the Company's dependence on its major customer
and key management personnel, the effects of competition, the significance of
the Company's outstanding indebtedness and other factors detailed elsewhere from
time to time in the Company's filings with the Securities and Exchange
Commission
For more information on Specialty Equipment Companies, Inc. via facsimile at no
cost, simply dial 1-800-PRO-INFO and enter the company symbol SPEQ.
Page 9 of 16 Pages
EXHIBIT 7
---------
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated as of September 16, 1997 (the
"Agreement"), between MALCOLM GLAZER ("Glazer"), MALCOLM I. GLAZER FAMILY
LIMITED PARTNERSHIP (the "Partnership" and collectively with Glazer, the
"Glazers") and SPECIALTY EQUIPMENT COMPANIES, INC., a Delaware corporation
("Company").
W I T N E S S E T H:
WHEREAS, the Board of Directors (the "Board") of the Company has determined
that it is in the best interests of the Company and its stockholders to commence
a stock repurchase plan pursuant to which the Company repurchases shares of the
Company's Common Stock, par value $.01 per share ("Common Stock"), having an
aggregate fair market value (as determined based upon the prevailing market
price on the Nasdaq National Market for a share of Common Stock at the time of
repurchase) of $10,000,000 for $10,000,000 (the "Repurchase Plan");
WHEREAS, the Glazers own beneficially and of record 40.83% (the "Applicable
Percentage") of the outstanding shares of Common Stock, such amount having been
calculated in accordance with Rule 13d-3 pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
WHEREAS, Glazer and his sons, Avram and Kevin Glazer, serve on the Board of
Directors of the Company;
WHEREAS, the Company desires to make certain of the repurchases pursuant to
the Repurchase Plan through open market purchases in compliance with Rule 10b-18
under the Exchange Act;
WHEREAS, the Company and the Glazers agree that the Glazers' participation
in any open market purchases by the Company could have unintended adverse
effects on the Company, the Repurchase Plan and the Glazers; and
WHEREAS, the Glazers desire to sell shares of Common Stock in the
Repurchase Plan in an amount which would equal the Applicable Percentage of the
aggregate number of shares of Common Stock to be repurchased by the Company
pursuant to the Repurchase Plan (the "Aggregate Shares") and the Company desires
to repurchase from the Glazers such number of shares and that the purchase price
for the shares to be sold by the Glazers to the Company shall be the average
price paid by the Company for shares purchased by the Company from shareholders
other than the Glazers pursuant to the Repurchase Plan.
Page 10 of 16 Pages
<PAGE>
A G R E E M E N T:
NOW, THEREFORE, in connection of the foregoing recitals and the mutual
covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
Glazers and the Company agree as follows:
1. Sale and Purchase of Shares.
Subject to the terms and conditions of this Agreement, the Glazers shall
sell to Company and Company shall purchase from Glazers, the Applicable
Percentage of the Aggregate Shares pursuant to and in accordance with the terms
hereof. In no event may the Aggregate Shares in any event exceed a number of
shares equal to $10,000,000 divided by the average purchase price paid per share
of Common Stock paid by the Company pursuant hereto and in connection with other
purchases pursuant to the Repurchase Plan. The obligations of the Glazers
hereunder are joint and several in all respects.
2. Closings.
(a) Time and Dates. The transfer of the shares of Common stock hereunder
and payments therefore will be made at weekly closings (the "Closings") to be
held at 10 A.M. Chicago time on Tuesday of each week commencing on September 22,
1997, at the offices of Lazard Freres, or at such other time or location as
Glazer and Company shall mutually agree. The time and date of such payment and
delivery are referred to in this Agreement as the "Closing Dates." Each such
Closing shall relate to the Applicable Number of shares of Common Stock, as
determined in accordance with Section 2(b) hereof, with the purchase price for
such shares being equal to the Applicable Aggregate Price as determined in
accordance with Section 2(b) hereof.
(b) Notices. On or before 1 p.m. Chicago time on the Monday immediately
preceding each Closing, the Company shall deliver to the Glazers a notice
specifying: (i) the number of shares purchased by the Company pursuant to the
Repurchase Plan and not made pursuant to this Agreement in the immediately
preceding calendar week ("Purchased Shares"), (ii) the average price per share
paid for such shares by the Company (the "Average Price"), (iii) Applicable
Number of shares of Common Stock and (iv) the Applicable Aggregate Price for
such shares. The "Applicable Number" shall be equal to the Applicable Percentage
of a fraction (i) the numerator of which is equal to the number of Purchased
Shares during the applicable calendar week and (ii) the denominator of which is
equal to 0.5917. The Applicable Aggregate Price shall equal the product of the
Applicable Number for such calendar week times the Average Price for such
calendar week.
(c) Payment of Purchase Price. The purchase price shall be paid to the
Glazers at each Closing with immediately available funds, by a wire transfer (to
an account specified in writing to the Company by the Glazer's not less than
forty-eight hours prior to any Closing) or by check (naming Glazer, or such
other person as specified in writing to the
Page 11 of 16 Pages
<PAGE>
Company by the Glazers not less than forty-eight hours prior to any Closing, as
the payee) representing good funds. At each Closing, the Glazers shall deliver
to Company stock certificates representing the shares sold pursuant to the terms
of this Agreement duly endorsed for transfer or accompanied by any necessary or
applicable stock powers executed in blank.
(d) Closing Certificate. At each Closing, the Glazers shall deliver a
certificate specifying that one or both of them are the sole and exclusive
record and beneficial owners of the shares of Common Stock to be sold (the
"Glazer Shares"), that the seller of the Glazer Shares has good and marketable
title to such shares, and the absolute right, power and capacity to sell,
assign, transfer and deliver such shares to the Company free and clear of, and
the Glazer Shares are free and clear of, any liens, encumbrances, pledges,
security interests, restrictive agreements, transfer restrictions (other than
pursuant to applicable federal and state securities laws), voting trust
arrangements or claims of any nature whatsoever.
3. Glazers Representations. The Glazers hereby jointly and severally
represent and warrant to Company as follows:
(a) Authority. Glazer has full capacity, right, power and authority without
the consent of any other person, to execute and deliver this Agreement and to
carry out the transactions contemplated hereby. The Partnership has taken all
requisite partnership action and has the authority to execute and deliver this
Agreement and to carry out the transactions contemplated hereby.
(b) Ownership of Shares by Glazer. The Glazers are the record and
beneficial owner of 7,925,532.14 shares of Common Stock including shares that
can be acquired through the exercise of a warrant to purchase shares of Common
Stock (the "Warrant"), they (individually or collectively) have good and
marketable title to all shares to be sold pursuant to this Agreement ("Such
Shares"), and the absolute right, power and capacity to sell, assign, transfer
and deliver all Such Shares to the Company free and clear of, and Such Shares
are free and clear of, any liens, encumbrances, pledges, security interests,
restrictive agreements, transfer restrictions (other than pursuant to applicable
federal and state securities laws), voting trust arrangements or claims of any
nature whatsoever.
(c) Validity. This Agreement has been duly executed and delivered by the
Glazers and is the lawful, valid and legally binding obligation of the Glazers,
enforceable in accordance with its terms, except to the extent limited by
bankruptcy, solvency, reorganization, moratorium or similar laws affecting
creditors' rights generally or by general equitable principles.
Page 12 of 16 Pages
<PAGE>
(d) No Conflicts. Neither the execution and delivery of this Agreement nor
the Glazers' performance of their obligations hereunder will conflict with, or
result in a breach or violation of, any provision of the Partnership's
Partnership Agreement, any contract, agreement or order to which the Glazers (or
either of them) is a party or by which the Glazers (or either of them) may be
bound or any law applicable to the Glazers (or either of them).
(e) Terms of the Repurchase Plan. The Glazers acknowledge that on signing
this Agreement the Company intends to notify the Nasdaq National Market, issue a
press release announcing the intended number or value of shares it intends to
purchase and describing to the extent it believes is necessary, appropriate or
desirable the details contained in this Agreement with Glazer; and that the open
market purchases are subject to and will be administered in accordance with Rule
10b-18 under the Exchange Act. The Glazers have reviewed with counsel Rule
10b-18 and are fully familiar with its terms and the impact which it may have
upon the Company's pursuit of the Repurchase Plan. The Glazers further
acknowledge the Company has no obligation under this Agreement to make any open
market purchases of its stock under the Repurchase Plan.
4. Company Representation. The Company hereby represents and warrants to
the Glazers as follows:
(a) Authority. The Company has taken all requisite corporate action and has
the authority to execute and deliver this Agreement and to carry out the
transactions contemplated hereby.
(b) Validity. This Agreement has been duly executed and delivered by the
Company and is the lawful, valid and legally binding obligation of Company,
enforceable in accordance with its terms, except to the extent limited by
bankruptcy, solvency, reorganization, moratorium or similar laws affecting
creditors' rights generally or by general equitable principles.
(c) No Conflicts. Neither the execution and delivery of this Agreement nor
the Company's performance of its obligations hereunder will conflict with, or
result in a breach or violation of, any provision of the Company's Certificate
of Incorporation or By-Laws, any contract, agreement or order to which the
Company is a party or by which the Company may be bound or any law applicable to
the Company.
5. Glazer Covenants. The Glazers, jointly and severally, hereby covenant
and agree as follows:
(a) Limitations on Other Sales by the Glazers. The Glazers each covenant
and agree that from the date hereof until the End Date (as defined below),
neither the Glazers, nor any other member of the Glazer Group (as defined below)
shall, directly or indirectly, sell, offer, contract to sell, make any short
sale, pledge or otherwise dispose of
Page 13 of 16 Pages
<PAGE>
any shares of Common Stock or any securities convertible into or exchangeable
for, Common Stock or any options, warrants or rights to purchase or acquire
Common Stock (collectively a "Sale Transaction") other than pursuant to this
Agreement without first providing the Company with (i) ten (10) days' prior
written notice, (ii) a certificate (the "Certificate") in which the Glazers and
any other members of the Glazer Group which is a party to the proposed Sale
Transaction represent and warrant to the Company that (A) such Sale Transaction
(1) is in compliance with all applicable federal or state securities laws,
including, without limitation, Rule 10b-18 under the Exchange Act and (2) will
not result in the Company's continued consummation of the Repurchase Plan (on
terms described to the Glazers by the Company contemporaneous with the provision
of such representation) being in violation of Regulation M or Rule 10b-18 under
the Exchange Act and (B) that such representations and warranties have been made
after consultation with counsel reasonably believed by the Glazers to be expert
in federal securities law and (iii) an indemnification agreement, in form and
substance acceptable to the Glazers, the Company and their respective counsels,
pursuant to which the Glazers indemnify the Company against any losses which the
Company may suffer as a result of the falsity or incorrectness of any
representation or warranty made by the Glazers in the Certificate.,
For the purpose of this Agreement the term "End Date" shall mean the
earliest of the following: (i) the date on which the Company has repurchased
shares pursuant to the Repurchase Plan (whether pursuant hereto or otherwise)
for aggregate consideration of $10,000,000, (ii) the date on which the
Repurchase Date is terminated by the Company's Board (or any committee of the
Board with valid authority) by resolution validly adopted (provided that if the
Board passes a resolution terminating the Repurchase Plan at a later date, the
date of such termination (and not the date the resolution is passed) shall be
the applicable date) and (iii) the 46th Nasdaq National Market trading day after
the Company makes its first purchase pursuant to the Repurchase Plan. The
Company will provide the Glazers with prompt notice of the occurrence of the End
Date.
For the purposes of this Agreement the term "Glazer Group" shall mean the
Glazers and any corporations, persons, partnerships, trusts or other entities in
which the Glazers or their affiliates (as defined under Rule 12b-2 under the
Exchange Act) own 50% or more of the equity securities that are entitled to vote
in the election of directors or persons holding similar positions.
(b) Schedule 13D Amendment. Promptly following signing this Agreement
Glazer shall file with the Securities and Exchange Commission an amended
Schedule 13D to reflect the terms hereof.
6. Governing Law; Jurisdiction and Venue. This Agreement shall be governed
by the laws of the State of Delaware applicable in the case of contracts made
and to be performed in that state, without giving effect to any conflict of law
principles thereunder. The Glazers and the Company irrevocably agree that any
legal action or proceeding against him or it, as the case may be, with respect
to this Agreement and any transactions
Page 14 of 16 Pages
<PAGE>
contemplated hereby shall be brought in the courts of the State of Delaware, or
of the United States of America for the District of Delaware, and by execution
and delivery of this Agreement, the Glazers and the Company irrevocably submit
to the jurisdiction of such courts.
7. Miscellaneous.
(a) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors and assigns,
provided, however, that neither this Agreement, nor any right hereunder, may be
assigned by any party without the consent of the other party hereto.
(b) Entire Agreement; Amendment. This Agreement, including the recitals
hereto, and the other instruments referred to herein embody the entire agreement
of the parties hereto with respect to the subject matter hereof and supersede
all prior agreements with respect thereto. This Agreement may be amended, and
any provision hereof waived, but only in a writing signed by the party against
whom such amendment or waiver is sought to be enforced.
(c) Counterparts. This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one and the same
instrument.
(d) Severability. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or enforceability without rendering
invalid or unenforceable the remaining terms and provisions of this Agreement,
or affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction.
(e) Captions. The captions herein are inserted for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
(f) Termination. The obligations of the parties hereunder shall terminate
on the End Date; provided, however, that (i) the termination shall in no way
effect the validity of any purchase and sale of Common Stock pursuant hereto
prior to such termination and (ii) (1) all representations and warranties made
hereunder and in any certificate delivered in connection herewith and (2) all
indemnity rights and obligations provided in connection with Section 5(a) hereof
shall survive such termination.
Page 15 of 16 Pages
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of the date first above written.
COMPANY:
SPECIALTY EQUIPMENT COMPANIES, INC.
By: /s/ Donald K. McKay
----------------------------------
Its: Executive Vice President
-----------------------------
GLAZERS:
/s/ Malcolm Glazer
---------------------------------------
Malcolm Glazer
MALCOLM I. GLAZER FAMILY LIMITED
PARTNERSHIP
By: /s/ Malcolm Glazer
----------------------------------
Its: Trustee
-----------------------------
Page 16 of 16 Pages
