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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Shelter Components Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
82283500
---------------------------------------------
(CUSIP Number)
Herbert S. Wander, Esq., 525 West Monroe Street, Suite 1600, Chicago,
Illinois 60661-3693 (312) 902-5267
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 21, 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 [_]. (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.
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 (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 82283500 PAGE 2 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry D. Renbarger
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF.00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0- (See Item 5.)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,091,113 (See Item 5.)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 394,200 (See Item 5.)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0- (See Item 5.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
456,700 (See Item 5.)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Excludes an aggregate of 737,538 shares owned by other signatories to a
certain Shareholders Agreement, dated October 21, 1997, as described more
fully in Items 2, 4 and 6.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 5.8% (See Item 5.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 82283500 PAGE 3 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald R. Stults
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF.00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 -0- (See Item 5.)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 1,091,113 (See Item 5.)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 424,047 (See Item 5.)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0- (See Item 5.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 424,047 (See Item 5.)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [x]
Excludes an aggregate of 707,691 shares owned by other signatories to a
certain Shareholders Agreement, dated October 21, 1997, as described more
fully in Items 2, 4 and 6.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 5.4% (See Item 5.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 82283500 PAGE 4 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William N. Harper
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF.00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 -0- (See Item 5.)
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 1,091,113 (See Item 5.)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 8,983 (See Item 5.)
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0- (See Item 5.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 8,983
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [x]
Excludes an aggregate of 1,087,130 shares owned by other signatories to a
certain Shareholders Agreement, dated October 21, 1997, as described more
fully in Item 2, 4 and 6.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.1% (See Item 5.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 82283500 PAGE 5 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cornelius J. Murphy
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF.00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0- (See Item 5.)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,091,113 (See Item 5.)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
96,170 (See Item 5.)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0- (See Item 5.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
155,095 (See Item 5.)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
Excludes an aggregate of 999,943 shares owned by other signatories to a
certain Shareholders Agreement, dated October 21, 1997, as described more
fully in Items 2, 4 and 6.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.0% (See Item 5.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
5 of 16
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 82283500 PAGE 6 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William J. Barrett
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF.00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0- (See Item 5.)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,091,113 (See Item 5.)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
130,377 (See Item 5.)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0- (See Item 5.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
131,783 (See Item 5.)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
Excludes an aggregate of 965,736 shares owned by other signatories to a
certain Shareholders Agreement, dated October 21, 1997, as described more
fully in Items 2, 4 and 6.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.7% (See Item 5.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
6 of 16
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 82283500 PAGE 7 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Herbert M. Gardner
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF.00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0- (See Item 5.)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,091,113 (See Item 5.)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
98,594 (See Item 5.)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0- (See Item 5.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
106,210 (See Item 5.)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
Excludes an aggregate of 997,519 shares owned by other signatories to a
certain Shareholders Agreement, dated October 21, 1997, as described more
fully in Items 2, 4 and 6.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.4% (See Item 5.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
7 of 16
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 82283500 PAGE 8 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mark C. Neilson
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF.00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0- (See Item 5.)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,091,113 (See Item 5.)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
59,906 (See Item 5.)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0- (See Item 5.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
59,906 (See Item 5.)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
Excludes an aggregate of 1,066,207 shares owned by other signatories to a
certain Shareholders Agreement, dated October 21, 1997, as described more
fully in Items 2, 4 and 6.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.8% (See Item 5.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
8 of 16
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 82283500 PAGE 9 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arthur M. Borden
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF.00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0- (See Item 5.)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,091,113 (See Item 5.)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
20,086 (See Item 5.)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0- (See Item 5.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
20,086 (See Item 5.)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
Excludes an aggregate of 1,076,027 shares owned by other signatories to a
certain Shareholders Agreement, dated October 21, 1997, as described more
fully in Items 2, 4 and 6.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.3% (See Item 5.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
9 of 16
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 82283500 PAGE 10 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Salzer
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 PF.00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5 Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
-0- (See Item 5.)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,091,113 (See Item 5.)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
10,000 (See Item 5.)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0- (See Item 5.)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,000 (See Item 5.)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
Excludes an aggregate of 1,091,113 shares owned by other signatories to a
certain Shareholders Agreement, dated October 21, 1997, as described more
fully in Items 2, 4 and 6.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
.1% (See Item 5.)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer
The Title of the Class of equity securities to which this statement relates
is the Common Stock, $.01 par value (the "Shares") of Shelter Components
Corporation, an Indiana corporation (the "Company"). The principal executive
office of the Company is located at 2831 Dexter Drive, Elkhart, Indiana 46514.
Item 2. Identity and Background
This Schedule 13D is filed by Larry D. Renbarger, Gerald R. Stults, William
N. Harper, Cornelius J. Murphy, William J. Barrett, Herbert M. Gardner, Mark C.
Neilson, Arthur M. Borden, and Steven A. Salzer (collectively, the "Reporting
Persons") in connection with that certain Shareholders Agreement (the
"Shareholders Agreement"), dated as of October 21, 1997, among the Reporting
Persons, Kevco, Inc., a Texas corporation ("Kevco") and SCC Acquisition Corp.,
an Indiana corporation ("Newco").
Pursuant to the Shareholders Agreement, the Reporting Persons have agreed,
among other things, to tender the number of shares of Common Stock of the
Company (the "Shares") set forth below pursuant to that certain Agreement and
Plan of Merger dated October 21, 1997 by and among the Company, Kevco and Newco
(the "Merger Agreement"). Pursuant to the Merger Agreement, Newco has agreed to
purchase each of the outstanding Shares for $17.50 in cash (the "Offer"),
without any interest thereon. As required by the Merger Agreement, Kevco, Newco
and the Reporting Persons entered into the Shareholders Agreement with respect
to Shares held by the Reporting Persons as of the date of the Shareholders
Agreement, together with any Shares thereafter acquired by the Reporting Persons
before termination of the Shareholders Agreement. As of the date of the
Shareholder Agreement, 1,091,113 Shares (or 14% of the outstanding Shares) were
subject to the Shareholders Agreement.
Under the Shareholders Agreement, the Reporting Persons agreed to validly
tender (and not withdraw except in the case of termination of the Merger
Agreement as a result of a Superior Proposal (as defined in the Merger
Agreement)) these Shares in accordance with the terms of the Offer. Furthermore,
the Reporting Persons agreed, during the effective period of the Shareholders
Agreement, to vote their Shares in favor of the Merger Agreement and generally
to vote their Shares against certain other actions. In addition, under the
Shareholders Agreement, each Reporting Person granted to and appointed Kevco and
certain of its officers proxy and attorney-in-fact to vote their Shares, or
grant a consent or approval in respect of the Shares in favor of the
transactions contemplated by the Merger Agreement and against certain other
actions.
This summary is qualified in its entirety by reference to the full text of
the Shareholders Agreement, filed as Exhibit A hereto.
Larry D. Renbarger is the Chief Executive Officer and a director, Gerald R.
Stults is the Chief Operating Officer, the President and a director, Mark C.
Neilson is the Chief Financial Officer, the Treasurer, and a director, and
Steven A. Salzer is the Vice President and General Counsel of the Company. The
Company's principal executive office is located at 2831 Dexter Drive, Elkhart,
Indiana 46514. The Company's primary business is the manufacturing and
distribution of supplies for manufactured housing.
Arthur M. Borden, age 76, has been a director since 1985. He is of counsel
to the law firm of Rosenman & Colin and also a director of Scientific
Industries, Inc., a manufacturer of laboratory testing instruments and
equipment.
William N. Harper, age 52, is retired. Prior to June 30, 1996, Mr. Harper
was Senior Vice President and Chief Financial Officer of National Steel
Corporation, an integrated steel company, since October 1995. Previously, Mr.
Harper was employed as Vice President and Controller of Clark Equipment Company,
a manufacturer, for 10 years. Mr. Harper has been Chairman of the Board since
May 1995 and a Director since May 1990.
William J. Barrett, age 57, has been a director since 1981. He has been a
Senior Vice President of Janney Montgomery Scott Inc., investment bankers, since
January 1978. Mr. Barrett had been Chairman of the Board from August 1987 to May
1995. Mr. Barrett is also a director of Supreme Industries, Inc., a specialized
truck body and shuttle bus manufacturer, TGC Industries, Inc., a geophysical
services company, and American Country Holdings, Inc., a property and casualty
insurance holding company.
11 11 of 16
<PAGE>
Herbert M. Gardner, age 57, has been a director since 1981. He has been a
Senior Vice President of Janney Montgomery Scott Inc., investment bankers, since
January 1978. Mr. Gardner is also Chairman of the Board of Supreme Industries,
Inc., a specialized truck body and shuttle bus manufacturer, and a director of
American Casualty Holdings, Inc., a property and casualty insurance holding
company, Nu Horizons Electronics Corp., an electronic components distributor,
TGC Industries, Inc. a geophysical services company, Hirsch Internal Corp., a
distributor of computerized embroidery machines and application software,
Transmedia Network, Inc., a marketer of savings charge cards, and Inmark
Enterprises, Inc., a marketing and sales promotion services company.
Cornelius J. Murphy, age 59, is retired. He has been a director since
January 1979. Mr. Murphy is the former President of Danube Carpet Mills, Inc., a
major subsidiary of the Company and former Vice Chairman of the Board of the
Corporation.
None of the Recording Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor have any of them been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in or
subjected any of them to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to such laws.
Each Reporting Person is a United States Citizen.
Each Reporting Person disclaims beneficial ownership of the Shares held by
the other Reporting Persons and disclaims being a member of a "group" with such
persons within the meaning of Section 13(d)(5) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
Item 3. Source and Amount of Funds or Other Consideration
All funds used by Reporting Persons to purchase shares of the Common Stock
were obtained from such Reporting Persons' personal funds and, in the case of
options to purchase Common Stock which any Reporting Person holds, it is
expected that the funds to exercise such options will be from personal funds.
Item 4. Purpose of Transaction
The Reporting Persons each acquired their respective shares of Common Stock
for the purpose of investment.
Pursuant to the Shareholders Agreement, the Reporting Persons have agreed,
among other things, to tender their Shares of Company Common Stock pursuant to
the terms and conditions of the Offer and in accordance with the Merger
Agreement pursuant to which, among other things, Newco will be merged with and
into the Company and the Company, as the surviving corporation in the Merger,
will become a wholly owned subsidiary of Kevco. The foregoing summary is
qualified in its entirety by reference to the full text of the Shareholders
Agreement attached as Exhibit A hereto.
The Merger Agreement provides that the Company will not, during the term of
the Merger Agreement, declare any dividends or distributions.
If the Merger Agreement is approved and the Merger is consummated, the
Company will become a wholly owned subsidiary of Kevco and the Company's Board
of Directors, which currently consists of Arthur M. Borden, William B. Riblet,
Larry D. Renbarger, William N. Harper, Ronald D. Minzey, Mark C. Neilson,
William J. Barrett, Herbert M. Gardner, Cornelius J. Murphy and Gerald R.
Stults, will be replaced by a Board of Directors selected by Kevco.
Except as set forth above, as of the date of this Schedule, none of the
Reporting Persons has any plans or proposals which relate to or would result in
any of the actions set forth in parts (a) through (j) of Item 4.
12 12 of 16
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Item 5. Interest in Securities of the Issuer
(a)-(b) Larry D. Renbarger is the owner of record of 353,575 Shares. Mrs.
Renbarger is the owner of record of 62,500 Shares. Mr. Renbarger holds 40,625
options to purchase Shares which will be terminated in exchange for a cash
settlement under the terms of the Merger Agreement. Pursuant to the Shareholders
Agreement, Mr. Renbarger will tender 353,575 Shares pursuant to the Offer and
will vote such Shares in favor of the Merger.
Gerald R. Stults is the owner of record of 383,422 Shares. Mr. Stults holds
40,625 options to purchase Shares which will be terminated in exchange for a
cash settlement under the terms of the Merger Agreement. Pursuant to the
Shareholders Agreement, Mr. Stults will tender 383,422 Shares pursuant to the
Offer and will vote such Shares in favor of the Merger.
William N. Harper is the owner of record of 3,983 Shares. Mr. Harper holds
5,000 options to purchase Shares which will be terminated in exchange for a cash
settlement under the terms of the Merger Agreement. Pursuant to the Shareholders
Agreement, Mr. Harper will tender 3,983 Shares pursuant to the Offer and will
vote such Shares in favor of the Merger.
Cornelius J. Murphy is the owner of record of 91,170 Shares. Mrs. Murphy is
the owner of record of 58,825 Shares. Mr. Murphy holds 5,000 options to purchase
Shares which will be terminated in exchange for a cash settlement under the
terms of the Merger Agreement. Pursuant to the Shareholders Agreement, Mr.
Murphy will tender 91,170 Shares pursuant to the Offer and will vote such Shares
in favor of the Merger.
William J. Barrett is the owner of record of 125,377 Shares. Mrs. Barrett is
the owner of record of 1,406 Shares. Mr. Barrett holds 5,000 options to purchase
Shares which will be terminated in exchange for a cash settlement under the
terms of the Merger Agreement. Pursuant to the Shareholders Agreement, Mr.
Barrett will tender 125,377 Shares pursuant to the Offer and will vote such
Shares in favor of the Merger.
Herbert M. Gardner is the owner of record of 93,594 Shares. Mrs. Gardner is
the owner of record of 7,616 Shares. Mr. Gardner holds 5,000 options to purchase
Shares which will be terminated in exchange for a cash settlement under the
terms of the Merger Agreement. Pursuant to the Shareholders Agreement, Mr.
Gardner will tender 93,594 Shares pursuant to the Offer and will vote such
Shares in favor of the Merger.
Mark C. Neilson is the owner of record of 24,906 Shares. Mr. Neilson holds
35,000 options to purchase Shares which will be terminated in exchange for a
cash settlement under the terms of the Merger Agreement. Pursuant to the
Shareholders Agreement, Mr. Neilson will tender 24,906 Shares pursuant to the
Offer and will vote such Shares in favor of the Merger.
Arthur M. Borden is the owner of record of 15,086 Shares. Mr. Borden holds
5,000 options to purchase Shares which will be terminated in exchange for a cash
settlement under the terms of the Merger Agreement. Pursuant to the Shareholders
Agreement, Mr. Borden will tender 15,086 Shares pursuant to the Offer and will
vote such Shares in favor of the Merger.
Steven A. Salzer is the owner of record of 0 Shares. Mr. Salzer holds 10,000
options to purchase Shares which will be terminated in exchange for a cash
settlement under the terms of the Merger Agreement. All Shares beneficially
owned by Mr. Salzer are options and therefore are subject to the terms of the
Shareholders Agreement.
Each Reporting Person disclaims beneficial ownership of the Shares held by
the other Reporting Persons and disclaims being a member of a "group" with such
persons within the meaning of Section 13(d)(5) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(c) The only transactions effected during the past 60 days by any of the
Reporting Persons relate to donations to charaties by Mr. Renbarger of 2,300
Shares and by Mr. Murphy of 12,400 Shares.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Concurrently with the execution and delivery of the Merger Agreement, Kevco
entered into the Shareholders Agreement with the Reporting Persons (who
constitute certain directors and executive officers of the Company who are
holders of Common Stock).
Voting. Pursuant to the Shareholders Agreement, the Reporting Persons
agreed, during the effective period of the Shareholders Agreement, to vote or
cause to be voted their Shares (i) in favor of the Merger, the Merger Agreement
and all actions contemplated by the Merger Agreement and the Shareholders
Agreement, (ii) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or the Shareholders Agreement, and (iii)
except as otherwise agreed to in writing in advance by Kevco, against the
following actions other than the Merger and the transactions contemplated by the
Merger Agreement: (A) any extraordinary corporate transaction, such as merger,
consolidation, or other business combination involving the Company or its
subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or its subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or its subsidiaries; (C)(1) any change
in a majority of the persons who constitute the Board of Directors of the
Company; (2) any change in the present capitalization of the Company or any
amendment of the Company's Restated Articles of Incorporation or Bylaws; (3) any
other material change in the Company's corporate structure or business; or (4)
any other action involving the Company or its subsidiaries which is intended or
could reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the Merger and the transactions contemplated by the
Merger Agreement and the Shareholders Agreement Finally, under the Shareholders
Agreement, such officers and directors each granted to and appointed Kevco and
certain of its officers proxy and attorney-in-fact (with full power of
substitution) to vote such Shares, or grant a consent or approval in respect of
the Shares in favor of the transactions contemplated by the Merger Agreement and
against any Acquisition Proposal (as defined in the Merger Agreement). The
covenants and agreements with respect to Shares held by such officers and
directors terminate upon the earliest of (w) the acquisition of the Shares by
Kevco or Newco pursuant to the Offer, (x) the Effective Time of the Merger (as
defined in the Merger Agreement), (y) the termination of the Merger Agreement or
the withdrawal or modification by the Company's board of directors of its
recommendation of the Offer or the Merger as permitted by section 7.3(b) of the
Merger Agreement, and (z) the six month anniversary of the date of the
Shareholders Agreement. Such officers and directors acknowledged that Kevco was
entering into, and causing Kevco to enter into, the Merger Agreement in reliance
upon their execution and delivery of the Shareholders Agreement.
Representations, Warranties, Covenants and Other Agreements. Pursuant to the
Shareholder's Agreement, the Reporting Persons have made certain customary
representations, warranties and covenants, including with respect to (i) their
ownership of the shares of the Shares, (ii) their capacity and authority to
enter into and perform their obligations under the Shareholders Agreement, (iii)
noncontravention, (iv) the receipt of requisite governmental consents and
approvals, (v) the absence of liens and encumbrances on and in respect of their
shares of the Shares, (vi) restrictions on the transfer of their shares of the
Shares, and (vii) further assurances.
Termination. Other than as provided in the Shareholders Agreement, the
Shareholders Agreement will terminate by its terms on the earlier to occur of
the termination of the Merger Agreement or the Effective Time.
The foregoing summary is qualified in its entirety by reference to the full
text of the Shareholders Agreement attached as Exhibit A hereto.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Shareholders Agreement, dated as of October 21, 1997, by and
among Kevco, Newco and the Reporting Persons
Exhibit B: Agreement and Plan of Merger, dated as of October 21, 1997,
by and among Kevco, Newco and the Company (filed as Exhibit 1
to the Company's 14D-9 which was filed on October 28, 1997).
14 14 of 16
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Signatures
After reasonable inquiry and to the best of their knowledge and belief, each
of the undersigned certify that the information set forth in this statement is
true, complete and correct.
Each of the undersigned hereby constitutes and appoints Steven A. Salzer with
fully power to act, as his true and lawful attorney-in-fact and agent, with full
power of substitution, to sign on his behalf, individually and in each capacity
stated below, all amendments to this Schedule 13D and to file the same, with all
exhibits thereto and any other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as each might or
could do in person, hereby ratifying and confirming each act that said attorney-
in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Schedule 13D has been signed below by the following persons in the capacities
and on the date indicated:
Dated: November 6, 1997
Larry D. Renbarger
-------------------------
Larry D. Renbarger
G. Ray Stults
-------------------------
G. Ray Stults
William N. Harper
-------------------------
William N. Harper
Mark C. Neilson
-------------------------
Mark C. Neilson
William J. Barrett
-------------------------
William J. Barrett
Arthur M. Borden
-------------------------
Arthur M. Borden
Herbert M. Gardner
-------------------------
Herbert M. Gardner
15 15 of 16
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Signatures (continued)
Cornelius J. Murphy
--------------------------
Cornelius J. Murphy
Steven A. Salzer
-------------------------
Steven A. Salzer
16 16 of 16
<PAGE>
EXHIBIT A
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (the "Agreement"), dated as of October 21,
1997, among Kevco, Inc., a Texas corporation (the "Parent"), SCC Acquisition
Corp., an Indiana corporation and a direct wholly owned subsidiary of Parent
("Newco"), and the other parties signatory hereto (each a "Shareholder," and
collectively, the "Shareholders").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, concurrently herewith, Parent, Newco and Shelter Components
Corporation, an Indiana corporation (the "Company"), are entering into an
Agreement and Plan of Merger (as such agreement may hereafter be amended from
time to time, the "Merger Agreement"; capitalized terms used and not defined
herein have the respective meanings ascribed to them in the Merger Agreement),
pursuant to which, among other things, Newco will be merged with and into the
Company (the "Merger"); and
WHEREAS, in furtherance of the Merger, Parent and the Company have agreed
that as soon as practicable (and not later than five Business Days) after the
first public announcement of the execution and delivery of the Merger Agreement,
Newco will commence a cash tender offer to purchase all outstanding shares of
Company Common Stock (as defined in Section 1), including all of the Shares (as
defined in Section 2) Beneficially Owned (as defined in Section 1) by the
Shareholders; and
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that the Shareholders agree, and the Shareholders
have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
(a) "Owned" or "Ownership" with respect to any securities shall mean
having the sole power to dispose of such securities and the sole power to vote
such securities.
(b) "Company Common Stock" shall mean at any time the common stock,
$.01 par value, of the Company.
(c) "Person" shall mean an individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or other entity.
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2. TENDER OF SHARES.
(a) TENDER. Subject to Section 6, each Shareholder hereby agrees to
validly tender (and not to withdraw except in the case of termination of the
Merger Agreement as a result of a Superior Proposal) pursuant to and in
accordance with the terms of the Offer, not later than the fifth Business Day
prior to the expiration of the Offer (as such expiration date may be delayed
from time to time), the number of shares of Company Common Stock set forth
opposite such Shareholder's name on Schedule I hereto (the "Existing Shares"
and, together with any shares of Company Common Stock acquired by such
Shareholder after the date hereof and prior to the termination of this
Agreement, whether upon the exercise of options, warrants or rights, the
conversion or exchange of convertible or exchangeable securities, or by means of
purchase, dividend, distribution or otherwise, the "Shares"). Each Shareholder
hereby acknowledges and agrees that Newco's obligation to accept for payment and
pay for Shares in the Offer is subject to the terms and conditions of the Offer.
(b) DISCLOSURE. Subject to Section 6, each Shareholder hereby agrees
to permit Parent and Newco to publish and disclose in the Offer Documents and,
if approval of the Merger by the Company's shareholders (other than Parent or
any of its wholly-owned subsidiaries) is required under Applicable Law, in the
Proxy Statement (including all documents and schedules filed with the SEC) his
or its identity and ownership of Company Common Stock and the nature of his or
its commitments under this Agreement.
3. PROVISIONS CONCERNING COMPANY COMMON STOCK.
(a) VOTING AGREEMENT. Each Shareholder hereby agrees that during the
period commencing on the date hereof and continuing until the termination of
this Agreement, at any meeting of the holders of Company Common Stock, however
called, or in connection with any written consent of the holders of Company
Common Stock, such Shareholder shall vote (or cause to be voted) the Shares held
of record or Beneficially Owned by such Shareholder, whether issued, heretofore
owned or hereafter acquired, (i) in favor of the Merger, the execution and
delivery by the Company of the Merger Agreement and the approval of the terms
thereof and each of the other actions contemplated by the Merger Agreement and
this Agreement and any actions required in furtherance thereof and hereof; (ii)
against any action or agreement that would result in a breach in any respect of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or this Agreement (after giving effect to
any materiality or similar qualifications contained therein); and (iii) except
as otherwise agreed to in writing in advance by Parent, against the following
actions (other than the Merger and the transactions contemplated by the Merger
Agreement): (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or Company
Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or Company Subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or Company Subsidiaries; (C) (1) any
change in a majority of the persons who constitute the Board of Directors of the
Company; (2) any change in the present capitalization of the Company or any
amendment of the Company's Articles of
2
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Incorporation or Bylaws; (3) any other material change in the Company's
corporate structure or business; or (4) any other action involving the Company
or Company Subsidiaries which is intended, or could reasonably be expected, to
impede, interfere with, delay, postpone, or materially adversely affect the
Merger and the transactions contemplated by this Agreement and the Merger
Agreement. Such Shareholder shall not enter into any agreement or understanding
with any Person or entity the effect of which would be inconsistent with or
violative of the provisions and agreements contained in this Section 3.
(b) GRANT OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY.
(i) Subject to Section 6, each Shareholder hereby irrevocably grants
to and appoints Parent and Jerry D. Kimmel (as President and Chief Executive
Officer) and Ellis McKinley (as Chief Financial Officer) or either of them, in
their respective capacities of officers of Parent, and any individual who shall
hereafter succeed to any of such office of Parent, and each of them
individually, such Shareholder's Proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of such Shareholder, to vote
such Shareholder's Shares, or grant a consent or approval in respect of the
Shares in favor of the various transactions contemplated by the Merger Agreement
and against any Acquisition Proposal.
(ii) Subject to Section 6, each Shareholder represents that any
proxies heretofore given in respect of such Shareholder's Shares are not
irrevocable, and that any such proxies are hereby revoked.
(iii) Each Shareholder understands and acknowledges that Parent is
entering into the Merger Agreement in reliance that such Shareholder's execution
and delivery of this Agreement. Each Shareholder hereby affirms that the
irrevocable proxy set forth in this Section 3(c) is given in connection with the
execution of the Merger Agreement and that such irrevocable proxy is given to
secure the performance of the duties of such Shareholder under this Agreement.
Each Shareholder hereby further affirms that the irrevocable proxy is coupled
with an interest and, except as provided under Section 6, may under no
circumstances be revoked. Each Shareholder hereby ratifies and confirms all
that such irrevocable proxy may lawfully do and caused to be done in accordance
with the terms of this Agreement prior to termination of this Agreement.
(c) OPTIONS. Each of the Shareholders that holds Options to acquire
shares of Company Common Stock, as identified on the signature pages hereof,
shall, if requested by the Company, consent to the cancellation of such
Shareholder's Options in exchange for a lump sum cash payment in accordance with
the terms of the Merger Agreement and shall execute all appropriate
documentation in connection with such cancellation. The foregoing shall not
apply if as a result thereof such Shareholder shall be required to disgorge any
profits on such Options pursuant to Section 16(b) of the 1934 Act or the rules
promulgated thereunder.
3
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4. OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES. Each Shareholder
hereby individually as to itself represents, warrants, covenants and agrees to
and with Parent as follows:
(a) OWNERSHIP OF SHARES. Such Shareholder is the record Owner of the
number of Existing Shares, other shares, and derivative securities set forth
opposite such Shareholder's name on Schedule I hereto. On the date hereof, the
Existing Shares set forth opposite such Shareholder's name on Schedule I hereto
constitute all of the shares or securities issued by the Company Owned of record
by such Shareholder. Such Shareholder has sole voting power and sole power to
issue instructions with respect to the matters set forth in Sections 2 and 3
hereof, sole power of disposition, sole power of conversion, sole power to
demand appraisal rights and sole power to agree to all of the matters set forth
in this Agreement, in each case with respect to all of the Existing Shares set
forth opposite such Shareholder's name on Schedule I hereto, with no
limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
(b) POWER; BINDING AGREEMENT. Such Shareholder has the legal
capacity, power and authority, as applicable, to enter into and perform all of
such Shareholder's obligations under this Agreement. The execution, delivery
and performance of this Agreement by such Shareholder will not violate any other
agreement to which such Shareholder is a party including, without limitation,
any voting agreement, shareholders agreement or voting trust. This Agreement
has been duly and validly executed and delivered by such Shareholder and
constitutes a valid and binding agreement of such Shareholder, enforceable
against such Shareholder in accordance with its terms except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws affecting creditors'
rights generally. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Shareholder is trustee
whose consent is required for the execution and delivery of this Agreement or
the consummation by such Shareholder of the transactions contemplated hereby.
(c) NO CONFLICTS. Except for filings under the HSR Act, if
applicable, (A) no filing with, and no permit, authorization, consent or
approval of, any state or federal public body or authority or any other Person
is necessary for the execution of this Agreement by such Shareholder and the
consummation by such Shareholder of the transactions contemplated hereby and (B)
none of the execution and delivery of this Agreement by such Shareholder, the
consummation by such Shareholder of the transactions contemplated hereby or
compliance by such Shareholder with any of the provisions hereof shall (1)
conflict with or result in any breach of any applicable organizational documents
applicable to such Shareholder, (2) result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default (or give
rise to any third party right of termination, cancellation, material
modification or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of any
kind to which such Shareholder is a party or by which such Shareholder or any of
such Shareholder's properties or assets may be
4
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bound, or (3) violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to such Shareholder or any of such
Shareholder's properties or assets.
(d) NO ENCUMBRANCES. Except as applicable in connection with the
transactions contemplated by Section 2 hereof and except as noted on Schedule I
hereto, the certificates representing such Shareholder's Existing Shares will
be, when tendered pursuant to Section 2(a) of this Agreement, held by such
Shareholder, or by a nominee or custodian for the benefit of such Shareholder,
free and clear of all liens, claims, security interests, proxies, voting trusts
or agreements, or any other encumbrances whatsoever, except for any such
encumbrances arising hereunder. The transfer by each Shareholder of his or its
Shares to Newco in the Offer shall pass to Newco good and valid title to the
number of Shares set forth opposite such Shareholder's name on Schedule I
hereto, free and clear of all claims, liens, restrictions, security interests,
pledges, limitations and encumbrances whatsoever.
(e) RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE. Except as
applicable in connection with the transactions contemplated by Section 2 hereof,
subject to Section 6, no Shareholder shall (i) directly or indirectly, offer for
sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of,
or enter into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, sale, transfer, tender, pledge,
encumbrance, assignment or other disposition of, any or all of such
Shareholder's Shares or Options or any interest therein; (ii) except as
contemplated by this Agreement, grant any proxies or powers of attorney, deposit
any Shares or Options into a voting trust or enter into a voting agreement with
respect to any Shares or Options; or (iii) take any action that would make any
representation or warranty of such Shareholder contained herein untrue or
incorrect or have the effect of preventing or disabling such Shareholder from
performing such Shareholder's obligations under this Agreement.
(f) WAIVER OF APPRAISAL RIGHTS. Each Shareholder hereby waives any
rights of appraisal or rights to dissent from the Merger that such Shareholder
may have.
(g) RELIANCE BY PARENT. Such Shareholder understands and acknowledges
that Parent is entering into, and causing Newco to enter into, the Merger
Agreement in reliance upon such Shareholder's execution and delivery of this
Agreement.
(h) FURTHER ASSURANCES. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or desirable to consummate and make effective, the transactions
contemplated by this Agreement.
5. STOP TRANSFER; CHANGES IN SHARES. Each Shareholder agrees with, and
covenants to, Parent that such Shareholder shall not request that the Company
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Shareholder's Shares, unless
such transfer is made in compliance with this Agreement (including the
provisions of Section 2 hereof). In the event of a stock dividend or
distribution, or any change in the
5
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Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of shares or the like, the term "Shares"
shall be deemed to refer to and include the Shares as well as all such stock
dividends and distributions and any shares into which or for which any or all of
the Shares may be changed or exchanged.
6. TERMINATION. Except as otherwise provided herein, the covenants and
agreements contained herein with respect to the Shares including but not limited
to the grant of the irrevocable proxy set forth in Section 3(b)(i) hereof, shall
terminate upon the earliest of (w) the acquisition of the Shares by Parent or
Newco pursuant to the Offer, (x) the Effective Time, (y) the termination of the
Merger Agreement or the withdrawal or modification by the Company Board of its
recommendation of the Offer or the Merger as permitted by Section 7.3(b) of the
Merger Agreement and (z) the six month anniversary of the date hereof.
7. SHAREHOLDER CAPACITY. No person executing this Agreement who is or
becomes during the term hereof a director of the Company makes any agreement or
understanding herein in his or her capacity as such director.
8. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof.
(b) CERTAIN EVENTS. Each Shareholder agrees that this Agreement and
the obligations hereunder shall attach to such Shareholder's Shares and shall be
binding upon any Person to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise, including, without
limitation, such Shareholder's heirs, guardians, administrators or successors.
Notwithstanding any transfer of Shares, the transferor shall remain liable for
the performance of all obligations under this Agreement of the transferor.
(c) ASSIGNMENT. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of the other party, provided
that Parent may assign, in its sole discretion, its rights and obligations
hereunder to any direct or indirect wholly owned subsidiary of Parent, but no
such assignment shall relieve Parent of its obligations hereunder if such
assignee does not perform such obligations.
(d) AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, with respect
to any one or more Shareholders, except upon the execution and delivery of a
written agreement executed by the relevant parties hereto; provided that
Schedule I hereto may be supplemented by Parent by adding the name and other
relevant information concerning any shareholder of the Company who agrees to be
bound
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by the terms of this Agreement without the agreement of any other party hereto,
and thereafter such added shareholder shall be treated as a "Shareholder" for
all purposes of this Agreement.
(e) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to Shareholders: At the addresses set forth on Schedule I hereto
If to Parent: Kevco, Inc.
1300 S. University Drive, Suite 200
Ft. Worth, Texas 76107
Attention: Jerry E. Kimmel
Telecopy: 817/332-2765
copy to: Richard S. Tucker
Jackson Walker L.L.P.
777 Main Street, Suite 1800
Ft. Worth, Texas 76102
Telecopy: 817/334-7290
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) SEVERABILITY. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) SPECIFIC PERFORMANCE. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement may cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
7
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(h) REMEDIES CUMULATIVE. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any thereof
by any party shall not preclude the simultaneous or later exercise of any other
such right, power or remedy by such party.
(i) NO WAIVER. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, shall not constitute a waiver by such party
of its right to exercise any such or other right, power or remedy or to demand
such compliance.
(j) NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.
(k) GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Indiana, without giving effect to the
principles of conflicts of law thereof.
(l) DESCRIPTIVE HEADINGS. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
(m) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, Parent, Newco and each Shareholder have caused this
Agreement to be duly executed as of the day and year first above written.
PARENT:
KEVCO, INC.
By:
------------------------------------------
Name: Jerry Kimmel
Title: Chairman of the Board and President
NEWCO:
SCC ACQUISITION CORP.
By:
------------------------------------------
Name: Jerry E. Kimmel
Title: President
8
<PAGE>
SHAREHOLDERS:
9
<PAGE>
AGREED TO AND ACKNOWLEDGED
(with respect to Section 5):
COMPANY:
SHELTER COMPONENTS CORPORATION
By:
------------------------------------------
Name: Larry D. Renbarger
Title: President
10
<PAGE>
Schedule I to Shareholders Agreement
<TABLE>
<CAPTION>
Number of Shares of
Name and Address Number of Shares Common Stock Issuable
of Shareholders of Common Stock Owned Upon Exercise of Options
- ---------------- --------------------- ------------------------
<S> <C> <C>
William N. Harper 3,983 5,000
15797 Branch Water Way
Mishawaka, Indiana 46545-1605
Larry D. Renbarger 353,575 40,625
14609 Brick Road
Granger, Indiana 46530
Gerald R. Stults 383,422 40,625
17460 Valentine Ct.
Bristol, Indiana 46507
Herbert M. Gardner 93,594 5,000
4 Darley Road
Great Neck, New York 11021
Arthur M. Borden 15,091 5,000
860 United Nations Plaza
New York, New York 10017
Cornelius J. Murphy 91,170 5,000
1051 Hillsboro Mile-PH5E
Hillsboro Beach, Florida 33062
William J. Barrett 125,377 5,000
c/o Janney Montgomery Scott, Inc.
26 Broadway
New York, New York 10004
Mark C. Neilson 24,906 35,000
51195 Streamwood Drive
Granger, Indiana 46530
Steven A. Salzer --- 10,000
15490 Stony Run Trail
Granger, Indiana 46530
</TABLE>
11
