<PAGE> 1
CUSIP No. 754688109 (Page 1 of 12 Pages)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
The Raymond Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.50 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
754688109
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert J. Hughes, Jr., Esq.
Harter, Secrest & Emery
431 East Fayette Street
Syracuse, New York 13202-1919
(315) 474-4000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 15, 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 [X].
<PAGE> 2
CUSIP No. 754688109 (Page 2 of 12 Pages)
<TABLE>
<CAPTION>
13D
===============================================================================================
<S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
GEORGE G. RAYMOND, JR., ELLEN R. RAYMOND (A/K/A ELLEN ROBINSON
RAYMOND), MADELEINE R. YOUNG, JEAN C. RAYMOND, GEORGE G. RAYMOND, III
- -----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(b) [ ]
- -----------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
- -----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: AN AGGREGATE OF 974,532 SHARES AS
SHARES FOLLOWS: 629,365 - GEORGE G. RAYMOND, JR.; 35,441 - ELLEN R.
BENEFICIALLY RAYMOND (A/K/A ELLEN ROBINSON RAYMOND); 95,774 -
OWNED BY MADELEINE R. YOUNG; 114,229 - JEAN C. RAYMOND; 99,723 -
EACH GEORGE G. RAYMOND, III
REPORTING
PERSON WITH
--------------------------------------------------------------------------
8 SHARED VOTING POWER: 7,093 - MADELEINE RAYMOND TRUSTS F/B/O
GREAT-GRANDCHILDREN; 166,763 - RAYMOND FOUNDATION (GEORGE G.
RAYMOND, III SERVES AS A DIRECTOR)
--------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER: 114,229
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER: 629,365 - GEORGE G. RAYMOND,
JR.; 95,774 - MADELEINE R. YOUNG; 99,723 - GEORGE G.
RAYMOND, III; 7,093 - MADELEINE RAYMOND TRUSTS F/B/O GREAT-
GRANDCHILDREN; 35,441 - ELLEN R. RAYMOND TRUST F/B/O ELLEN R.
RAYMOND; 128,930 - GEORGE G. RAYMOND, JR. TESTAMENTARY
TRUST; 123,921 - GEORGE G. RAYMOND, JR. CO-TRUSTEE, F/B/O
MADELEINE R. YOUNG; 166,763 - RAYMOND FOUNDATION (GEORGE G.
RAYMOND, III SERVES AS A DIRECTOR)
- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
CUSIP No. 754688109 (Page 3 of 12 Pages)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
<S> <C>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
889,309 - GEORGE G. RAYMOND, JR.; 35,441 - ELLEN R. RAYMOND
(A/K/A ELLEN ROBINSON RAYMOND); 348,625 - MADELEINE R. YOUNG;
114,229 - JEAN C. RAYMOND; 266,486 - GEORGE G. RAYMOND, III
1,401,239 SHARES AS A GROUP (AFTER ELIMINATING DUPLICATIVE
VOTING AND DISPOSITIVE SHARES ATTRIBUTABLE TO MORE THAN
ONE REPORTING PERSON)
REFERENCE IS MADE TO SCHEDULE 13D FILED BY METROPOLITAN
CAPITAL ADVISORS, INC. AND TO SCHEDULE 13D FILED BY
HUNTINGTON TRUST COMPANY, IN EACH CASE WITH RESPECT TO THE
RAYMOND CORPORATION AND THE SHARES REPORTED THEREIN, WHICH
SHARES MAY BE DEEMED TO BE BENEFICIALLY OWNED BY THE
GROUP FILING THIS SCHEDULE 13D.
- -----------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- -----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
% 13.22 (EXCLUDES SHARES SUBJECT TO SCHEDULE 13D FILED BY OTHERS.)
- -----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
===============================================================================================
</TABLE>
SEE INSTRUCTIONS BEFORE FILING OUT!
Item 1. Security and Issuer
- ------- -------------------
This Schedule 13D relates to the Common Stock, $1.50 par value of The
Raymond Corporation, a New York corporation, South Canal Street,
Greene, New York 13778.
Item 2. Identity and Background
- ------- -----------------------
During the last nine months, George Raymond, Jr., a Director of The
Raymond Corporation (the "Corporation"), has continually advised the
Board of Directors of the Corporation that he was considering a number
of alternatives directed at maximizing the value of his direct and
beneficial holdings of the Corporation's Common Stock and to facilitate
his personal Estate Planning. Mr. Raymond has indicated that some of
these alternatives involved disposition of his interest as a block to
one or more buyers which could result in a "change of control" as that
term is used under the Federal Securities laws. Mr. Raymond has
specifically asked whether the Board of Directors was interested in a
sale of the Corporation as a whole as a benefit to all shareholders
equally and was subsequently advised that the Board as a whole generally
had no such interest. Mr. Raymond is continuing to explore various
options available including sales at the market, a registered secondary
offering, negotiated sale to one or more strategic or financial buyers,
or other activities, which now include changes in the composition of
the Board which would result in a change of control and/or a possible
sale of the business.
In furtherance of his expressed intent to explore these alternatives,
Mr. Raymond has retained an investment bank to advise him on possible
values and to discuss the sale of his shares to third
<PAGE> 4
CUSIP No. 754688109 (Page 4 of 12 Pages)
parties, and based in part upon such advice, he and other members of his
family have now entered into a Voting Agreement with Metropolitan
Capital Advisors, Inc. ("Metropolitan") with respect to the election of
directors and related matters. Metropolitan is the general partner of
Bedford Falls Investors, L.P., a Delaware limited partnership
("Bedford"), which has advised that it is the beneficial owner of shares
of the Corporation's Common Stock, and as general partner, Metropolitan
has the power to direct the voting of shares of the Corporation's Common
Stock held by Bedford.
Mr. Raymond, his wife Ellen, and Metropolitan reached an agreement in
principle on February 15, 1997 and entered into a written stockholders'
agreement on February 17, 1997 (the "Voting Agreement"). Mr. Raymond's
daughter, Jean C. Raymond and his sister, Madeleine R. Young, agreed in
principle on February 17, 1997 and entered into the Voting Agreement on
February 18, 1997. Mr. Raymond's son, George R. Raymond, III agreed in
principle to join the Voting Agreement on February 18, 1997 and is
expected to sign the Voting Agreement on or about February 19, 1997. To
the extent of any of the aforesaid shares were held in trust or nominee
names over which any of the aforesaid has a right to execute sole
voting control, they have directed the named trustee or nominee to vote
such shares for the purposes set forth in the Voting Agreement.
The Voting Agreement provides that for a period covering the next two
annual meetings, each of the aforesaid would vote their shares for the
election of Metropolitan's nominees for the Corporation's Board of
Directors, to amend the By-laws to increase the number of Directors to
13, and such other actions of Stockholders as may be necessary or
helpful to cause the election of Metropolitan's six nominees to the
Corporation's Board of Directors.
Mr. Raymond and his sister, Madeleine R. Young, have advised the
individuals and trust fiduciaries with whom they have shared voting
power, that each of them is delegating to Huntington Trust Company and
Marine Midland Bank, their co-fiduciary under various trust
instruments, the right to make all decisions with respect to a vote for
or against the aforesaid matters. Mr. Raymond and Mrs. Young have been
advised by Huntington Trust Company that it has reached an
understanding with Metropolitan (revocable by Huntington) that it will
vote 252,851 shares (over which it now has effective sole voting
discretion as a result of delegation by their co-fiduciary) for the
nominees to the Board proposed by Metropolitan. Huntington Trust
Company also has the sole voting power with respect to an additional
16,074 shares as to which it advises it has reached no understanding
with Metropolitan, but as to which it has advised of a present intent
to also vote such shares in favor of Metropolitan's nominees. None of
the foregoing arrangements have changed the shared dispositive power
under various trust instruments which any member of the Group filing
this Schedule 13D had with Huntington Trust Company or any other party.
(a) George G. Raymond, Jr. individually, and his wife, Ellen R.
Raymond, his children, Jean C. Raymond and George G. Raymond,
III, and his sister, Madeleine R. Young.
(b) c/o George G. Raymond, Jr., 7920 Grand Bay Drive, Naples, Florida
34108
(c) Retired individuals and trusts, except for George G. Raymond,
III who is an employee of The Raymond Corporation, Greene, New
York and Jean C. Raymond who is an independent computer
consultant with Dartmouth College, Hanover, New Hampshire.
(d) During the last five years, neither Mr. Raymond nor any member of
the Group has been convicted in a criminal proceeding.
<PAGE> 5
CUSIP No. 754688109 (Page 5 of 12 Pages)
(e) During the last five years, neither Mr. Raymond nor any member of
the Group has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
(f) All members of the Group are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
- ------- --------------------------------------------------
Not Applicable.
Item 4. Purpose of Transaction.
- ------- -----------------------
See Item 2 above.
Item 5. Interest and Securities of the Issuer
- ------- -------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
George G. Raymond, Jr.* 629,365 Sole Voting /Shared Dispositive
7,093 Shared Voting/Shared Dispositive
252,851 Shared Dispositive
-------
889,309 8.39%
Ellen R. Raymond 35,441 .33% Sole Voting/Shared Dispositive
Madeleine R. Young 95,774 Sole Voting/Shared Dispositive
252,851 Shared Dispositive
-------
348,625 3.29%
Jean C. Raymond 114,229 1.08% Sole Voting/Sole Dispositive
George G. Raymond, III 99,723 Sole Voting/Shared Dispositive
166,763 Shared Voting/Shared Dispositive
<FN> -------
---------- 266,486 2.51%
* Excludes 3,858 shares held in a IRA account for the benefit of Mr.
Raymond by Huntington Trust Company as Trustee, and as to which Mr.
Raymond has no voting or dispositive power.
</TABLE>
See Page 2 Box 11 and Box 13 for aggregate beneficial ownership and
percentage of outstanding shares for the Group.
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ------- -------------------------------------------------------------
Respect to Securities of the Registrant.
----------------------------------------
See Item 2 above
Item 7. Material to be Filed as Exhibits.
- ------- ---------------------------------
Joint Filing Agreement between George G. Raymond and certain members of
the Raymond Family dated February 18, 1997 and Stockholder's Agreement dated as
of February 17, 1997.
<PAGE> 6
CUSIP No. 754688109 (Page 6 of 12 Pages)
SIGNATURES
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
accurate.
Dated: February 18, 1997 /s/ George G. Raymond, Jr.
--------------------------
George G. Raymond, Jr.
Dated: February 18, 1997 /s/ Ellen R. Raymond
--------------------------
Ellen R. Raymond
Dated: February 18, 1997 /s/ Madeleine R. Young
----------------------
Madeleine R. Young
Dated: February 18, 1997 /s/ Jean C. Raymond
--------------------------
Jean C. Raymond
Dated: February 19, 1997 /s/ George G. Raymond, III
--------------------------
George G. Raymond, III
<PAGE> 1
CUSIP No. 754688109 (Page 7 of 12 Pages)
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned, for purposes of Exchange Act Rule 13(d), hereby agree
to execute and file jointly a Schedule 13D in connection with an investment in
The Raymond Corporation.
Dated: February 18, 1997 /s/ George G. Raymond, Jr.
--------------------------
George G. Raymond, Jr.
Dated: February 18, 1997 /s/ Ellen R. Raymond
--------------------------
Ellen R. Raymond
Dated: February 18, 1997 /s/ Madeleine R. Young
--------------------------
Madeleine R. Young
Dated: February 18, 1997 /s/ Jean C. Raymond
--------------------------
Jean C. Raymond
Dated: February 19, 1997 /s/ George G. Raymond, III
--------------------------
George G. Raymond, III
<PAGE> 1
CUSIP No. 754688109 (Page 8 of 12 Pages)
EXHIBIT 2
STOCKHOLDER'S AGREEMENT
STOCKHOLDER'S AGREEMENT, dated February 17, 1997 (the "Agreement"),
between Metropolitan Capital Advisors, Inc., a Delaware corporation
("Metropolitan"), and George Raymond, a resident of Naples, Florida (the
"Stockholder").
WHEREAS, Metropolitan and the Stockholder have each independently
concluded that their respective interests, and the interests of other
shareholders of Raymond Corporation, a New York corporation (the "Company")
would be furthered by seeking greater shareholder representation on the
Company's Board of Directors; and
WHEREAS, Metropolitan and the Stockholder each desire to establish in
this Agreement certain terms and conditions relating to the parties' voting of
the common stock of the Company in regard to election of such directors and
matters related thereto; and
WHEREAS, Metropolitan is the general partner of Bedford Falls Investors,
L.P., a Delaware limited partnership ("Bedford"), which is the beneficial owner
of shares of common stock of the Company, and as general partner Metropolitan
has the power to direct the voting of such shares of common stock;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Representations and Warranties.
(a) Metropolitan represents and warrants to the
Stockholder as follows;
(i) Metropolitan has full power and authority to execute,
deliver and perform this Agreement;
(ii) This Agreement has been duly and validly authorized,
executed and delivered by Metropolitan and constitutes a valid
and binding obligation of Metropolitan enforceable against
Metropolitan in accordance with its terms;
(iii) The execution, delivery and performance of this
Agreement by Metropolitan do not violate or conflict with or
constitute a default under the Metropolitan organizational
instruments or any material agreement to which it is a party or
by which it or its property is bound.
(b) The Stockholder represents and warrants to Metropolitan as
follows:
(i) The Stockholder has full power and authority to
execute, deliver and perform this Agreement;
(ii) This Agreement has been duly and validly executed and
delivered by the Stockholder and constitutes a valid and binding
obligation of the Stockholder enforceable against the Stockholder
in accordance with its terms; and
<PAGE> 2
CUSIP No. 754688109 (Page 9 of 12 Pages)
(iii) The execution, delivery and performance of this
Agreement by the Stockholder does not violate or conflict with or
constitute a default under any material agreement to which
Stockholder is a party, or by which Stockholder is bound.
2. Term of Agreement. The term (the "Term") of this Agreement shall
commence on the date hereof and shall continue under the earlier to occur of (i)
the conclusion of the second Annual Meeting of stockholders following the
execution hereof, and (ii) the date on which the Voting Power of the Voting
Securities beneficially owned by Metropolitan and any affiliates shall represent
less than six percent (6%) of the Total Voting Power, as evidenced by
Metropolitan's most recently filed Schedule 13D (and excluding the effect to
increases in the number of Voting Securities outstanding), and (iii) September
30, 1997, if, but only if, neither Metropolitan not its affiliates has by such
date proposed amendments to the Company's by laws to increase the dated number
of Directors by the Company and nominated persons for election to such vacancies
on the Company's Board of Directors. For the purposes of this Agreement, (i) the
term "Voting Securities" shall mean all securities of the Company entitled to
vote generally in the election of directors of the Company, and (ii) the Term
"Voting Power" shall mean voting power in the general election of directors of
the Company, and (iii) the term "Total Voting Power" shall mean the total
combined Voting Power of all the Voting Securities then outstanding.
3. Voting and Other. (a) Each of the Stockholder and Metropolitan agree
that, during the Term (i) it will, and will cause their respective affiliates
to, be present, in person or represented by proxy, at all stockholder meetings
of the Company for the election of directors, so that all Voting Securities
beneficially owned by it and its affiliates shall be counted for the purpose of
determining the presence of a quorum for the election of directors at such
meetings, and (ii) it will, and will cause its affiliates to, vote or act by
consent with respect to, all Voting Securities beneficially owned by it and its
affiliates (x) for the election of the nominees for the Company's Board of
Directors nominated by Metropolitan, or its affiliates, or such other nominees
otherwise identified in writing by Metropolitan as being nominees for which
Metropolitan will cast votes in favor ("Metropolitan Nominees"), (y) amend the
by laws of the Company to increase the total number of Directors of the Company
to be elected by Shareholders to 13, six (6) of whom will be elected during the
course of the next two annual meetings, and (z) for such other actions of
stockholders as may be reasonably necessary or helpful to cause the election of
the Metropolitan Nominees to the Company's Board of Directors at the earliest
possible time, including such amendments to the Company's by-laws or Certificate
of Incorporation as may be proposed or supported by Metropolitan. In the event
any party hereto is not expected to be present at an Annual Meeting or
adjournment thereof at a time when this Agreement is in effect, then he shall
execute in favor of a party attending a revocable proxy to vote his Voting
Securities in the manner and for the purposes outlined hereinabove. Other than
the foregoing, there shall be no restrictions on any party's ability to vote any
Voting Securities for any other purpose, and subject to compliance to Article 6
hereof any party may dispose in whole or in part of his economic interest in his
Voting Securities in any manner which complies with applicable law. It is
expressly understood and agreed that the provisions of this Agreement are not
intended to cover and shall have no force and effect upon any securities of
Raymond Corp. with respect to which a party hereto acts as a fiduciary under any
trust instrument for the benefit of a third party.
(b) Each of stockholder and Metropolitan agree that Metropolitan
shall be solely responsible for the conduct of any proxy contest soliciting the
election of the Metropolitan Nominees, or other matters referred to in 3(a)
above, including all decisions and negotiations to be made in connection
therewith, and Metropolitan shall be responsible for all expenses incurred by it
including all legal, printing, solicitor, litigation and other expenses incurred
in connection with this agreement, the nomination or election of the
Metropolitan Nominees, the solicitation of proxies or any other matter arising
our of the matters referred to herein. Stockholder acknowledges that
Metropolitan may seek to share such expenses with other parties, or to obtain
reimbursement of such expenses from the Company, and that Stockholder
<PAGE> 3
CUSIP No. 754688109 (Page 10 of 12 Pages)
does not intend to seek reimbursement for expenses incurred by Stockholder prior
to the date hereof either from Metropolitan or the Company.
4. Acquisition of Voting Securities. Notwithstanding any other provision
of this Agreement, any Voting Securities acquired by the Stockholder or any
party hereto subsequent to the date hereof, and within the Term, shall
automatically and without any action by any party hereto, be subject to the
provisions of this Agreement.
5. Certain Prohibited Actions. Other than in support of the Metropolitan
Nominees, during the Term, without the prior written consent of Metropolitan,
the Stockholder and any other parties hereto, with respect to the election of
Directors or by law amendments to increase the number of directors as described
above, will not, and will cause each of its controlled affiliates not to, singly
or as part of a "group", directly or indirectly, through one or more
intermediaries: (i) make, support, or vote in favor of, or in any way
participate, directly or indirectly, in any "solicitation" or "proxies" (as such
terms are defined or used in Regulation 14A under the Exchange Act) with respect
to the Voting Securities (including by the execution of actions by written
consent), become a "participant" in any "election contest" (as such terms are
defined or used in Rule 14A-11 under the Exchange Act) with respect to the
Company or seek to advise or influence any person or entity with respect to the
voting of any Voting Securities; (ii) initiate, propose, or participate in the
solicitation of stockholders for the approval of, one or more stockholder
proposals with respect to the Company in Rule 14A-8 under the Exchange Act or
induce any other individual or entity to initiate any stockholder proposal
relating to the Company; (iii) form, join, influence or participate in a
"group", act in concert with any other person or entity or otherwise become a
"person", for the purpose of acquiring, holding, voting or disposing of any
Voting Securities or taking any other actions prohibited under this Section 5;
(iv) act, alone or in concert with others (including by providing financing for
another party), to seek or offer to control the Company (provided that actions
of the Metropolitan Nominees on the Board pursuant to Section 3(a) shall not be
deemed a violation of the foregoing); (v) deposit any Voting Securities in a
voting trust or subject any Voting Securities to any arrangement or agreement
with respect to the voting thereof; or (vi) disclose any intention, plan or
arrangement inconsistent with the foregoing prohibitions or advise or assist any
other person in connection with the foregoing prohibitions; PROVIDED HOWEVER,
that nothing contained herein shall prohibit any person, including the
Stockholder from publicly announcing his position as a director with respect to
any matter concerning the Company.
6. Disposition of Voting Securities. During the Term, the Stockholder
and Metropolitan shall not transfer any Voting Securities, whether by sale,
assignment, pledge, encumbrance, gift or otherwise, unless (x) the transferee of
such Voting Securities agrees in writing to be bound by the provisions hereof or
(y) the Transferor executes an irrevocable Proxy in favor of the other parties
hereto which incorporates the provisions of this Agreement and which is valid
under the laws of the State of New York, accompanied by an opinion of counsel as
validity and enforceability, or (z) such transfer takes place after the record
date for the second annual Meeting of Shareholders after the date of this
Agreement so that the Transferor party hereto continues as a matter of law to be
able to vote the Voting Securities at the Annual Meeting and does not execute a
proxy in favor of the transferee for such purpose.
7. Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will 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
agreement and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
<PAGE> 4
CUSIP No. 754688109 (Page 11 of 12 Pages)
8. Amendment and Modification. This Agreement may be amended, modified
and supplemented only by written agreement of Metropolitan and the Stockholder.
9. Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be made in writing by hand delivery,
registered first-class mail, telecopier or air courier guaranteeing overnight
delivery:
(a) If to Metropolitan:
c/o Joseph F. Mazzella
Lane Altman & Owens LLP
101 Federal Street
Boston, MA 02110
or to such other person or address as Metropolitan shall furnish to the
Stockholder in writing;
(b) If to the Stockholder:
c/o Stu Miesenzahl
Harter, Secrest & Emery
431 East Fayette Street
Syracuse, NY 13202
or to such other person or address as the Stockholder shall furnish to
Metropolitan in writing.
All such notices, requests, demands and other communications shall be
deemed to have been duly given; at the time delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if sent by registered first-class mail; when receipt acknowledged, if
telecopied; and on the next business day, if timely delivered to an air courier
guaranteeing overnight delivery.
10. Required Filings. Each party hereto further agrees that they have
made, and shall continue to make, all reasonable efforts, in good faith, to
comply with all applicable state or federal securities laws with respect to
their ownership of the Company's securities and the transactions and matters
contemplated herein.
11. Severability. In the event that any provision(s) of this Agreement
shall be held illegal, invalid or unenforceable under applicable law, then such
illegality, invalidity or unenforceability shall not affect any other
provision(s) hereof and this Agreement shall remain in force and be effectuated
as if such illegal, invalid or unenforceable provision is not part of this
Agreement; PROVIDED HOWEVER, (i) if the deletion of any provision of this
Agreement frustrates a material purpose or right of Metropolitan or the
Stockholder, then Metropolitan or Stockholder may terminate this Agreement
forthwith and without further liability or obligation and (ii) absent such
frustration and to the extent legally possible, Metropolitan and the Stockholder
shall seek in good faith alternate provisions or arrangements to achieve the
same purposes as such provision.
12. Successors; Assignment. This Agreement and all of the provisions
hereof shall be binding and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, legal representatives, successors
(including any successor by merger, reorganization, consolidation or other
business combination) and permitted assigns, but neither this Agreement nor any
of the rights, interests or
<PAGE> 5
CUSIP No. 754688109 (Page 12 of 12 Pages)
obligations hereunder shall be assigned by any party hereto without the
prior written consent of the other party.
13. Governing Law. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York, without regard to its conflicts of law doctrine.
14. Jurisdiction and Venue. The Stockholder and Metropolitan hereby
agree that any suit, claim, action or proceeding relating to or arising under
this Agreement shall be brought exclusively in a state court of New York (a "New
York Court"). Each of the Company, the Stockholder and Metropolitan hereby
consents to personal jurisdiction in any such action brought in any such New
York Court, consents to service of process upon it and waives any objection it
may have to venue in any such New York Court or to any claim that any such New
York Court is an inconvenient forum. The Stockholder and Metropolitan hereby
waive trial by jury in any suit, claim, action or proceeding in any court
relating to or arising under this Agreement. The Stockholder and Metropolitan
confirm that the foregoing waiver is informed and freely made.
15. Counterparts. This Agreement may be executed simultaneously in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Any additional parties
who execute this Agreement after the date hereof, upon execution by
Metropolitan, shall be deemed a stockholder for purposes hereto.
16. Headings. The headings of the Sections of this Agreement are
inserted for convenience only and shall not constitute a part hereof or affect
in any way the meaning or interpretation of this Agreement.
17. Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties hereto in respect of the subject matter contained
herein, and supersede all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto.
18. Third Parties. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person or corporation, other than the parties hereto
and their successors or assigns, any rights or remedies under or by reason of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
METROPOLITAN CAPITAL ADVISORS, INC.
By: /s/ Karen Finerman /s/ George Raymond
--------------------------- -------------------------------
George Raymond
Karen Finerman, President
---------------------------
Name and Title
SAME AGREEMENT SIGNED BY: /s/ Ellen R. Raymond
------------------------- -------------------------------
Ellen R. Raymond
/s/ Madeleine R. Young
-------------------------------
Madeleine R. Young
/s/ Jean C. Raymond
-------------------------------
Jean C. Raymond
/s/ George R. Raymond, III
-------------------------------
George R. Raymond, III
