SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Raymond Corporation
(Name of Issuer)
Common Stock, $1.50 par value
(Title of Class of Securities)
754688-10-9
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
February 12, 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: [ ]
Page 1 of 12 pages
<PAGE>
SCHEDULE 13D
CUSIP No. 754688-10-9 Page 2 of 12 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOGGIN CAPITAL MANAGEMENT, L.P.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC, OO (See Item 3)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 404,101 (See Items 5 & 6)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
404,101 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,101 (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 754688-10-9 Page 3 of 12 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOGGIN, INC.
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC, OO (See Item 3)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 115,000 (See Items 5 & 6)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
115,000 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,000 (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
CORPORATION
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 754688-10-9 Page 3 of 12 Pages
- --------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCOGGIN CAPITAL CO. I
- --------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC USE ONLY
- --------------------------------------------------------------------------------
4) SOURCE OF FUNDS
WC, OO (See Item 3)
- --------------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
7) SOLE VOTING POWER
NUMBER OF 30,000 (See Items 5 & 6)
SHARES --------------------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY Not Applicable
EACH REPORTING
PERSON --------------------------------------------------------------
WITH 9) SOLE DISPOSITIVE POWER
30,000 (See Item 5)
--------------------------------------------------------------
10) SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000 (See Item 5)
- --------------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- --------------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
------------
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $1.50 par value (the "Common Stock"), of The Raymond Corporation, a New
York corporation (the "Company"). The principal executive offices of the Company
are located at 20 South Canal Street, Greene, New York 13778.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) This Statement is being filed by Scoggin Capital Management,
L.P. ("Scoggin Capital"), Scoggin, Inc. ("Scoggin, Inc.") and Scoggin Capital
Co. I ("SCC"). Scoggin Capital, Scoggin, Inc. and SCC are sometimes referred to
herein collectively as the "Filers".)
Scoggin Capital is a limited partnership organized under the laws of
the state of Delaware. Scoggin, Inc. is a corporation organized under the laws
of Delaware. SCC is a New York limited partnership. Each of Scoggin Capital,
Scoggin, Inc. and SCC are principally engaged in the business of investing in
securities, and Scoggin, Inc. is engaged in the business of advising managed
investment accounts.
The general partner of Scoggin Capital is S&E Partners L.P. ("S&E
Partners"), a limited partnership organized under the laws of the state of
Delaware. Scoggin, Inc., a corporation organized under the laws of the state of
Delaware, is sole general partner of S&E Partners. S&E Partners is engaged in
the business engaged in by Scoggin Capital.
The address of each of Scoggin Capital, Scoggin, Inc., SCC and S&E
Partners is:
660 Madison Avenue
New York, New York 10021
Attached as Schedule I is information concerning the executive
officers, directors and shareholders of Scoggin, Inc., and the general partners
of SCC.
(d) - (e) During the last five years, neither Scoggin Capital, Scoggin,
Inc., SCC nor, to the best knowledge of the Filers, any of the other persons
identified in response to this Item 2, has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) Each natural person identified in this Item 2 is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The cost of 404,101 of the shares of Common Stock owned by Scoggin
Capital was funded out of its working capital which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business.
The total cost of such shares, together with the cost of the 41,400 shares of
Common Stock sold by Scoggin Capital (see Item 5(c)), was $8,611,183.68. The
cost of the 115,000 shares of Common Stock reported beneficially owned by
Scoggin, Inc. (excluding the shares
Page 5 of 12 Pages
<PAGE>
beneficially owned by Scoggin Capital; see Item 5(b)) was funded out of funds in
managed customer accounts of Scoggin Inc. The total cost of such shares,
together with the cost of the 6,000 shares of Common Stock sold by Scoggin,
Inc., was $2,356,127.50. The cost of 30,000 shares of Common Stock owned by SCC
was funded out of its working capital which may, at any given time, include
margin loans made by brokerage firms in the ordinary course of business. The
total cost of such shares was $611,165.00.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Filers initially acquired beneficial ownership of the
shares of Common Stock to which this statement relates for investment.
On February 17, 1997, certain of the Filers entered into the
Stockholders Agreement referred to in Item 6. Pursuant to (and during the term
of) the Stockholders' Agreement, the Filers have, among other things, agreed to
vote in the election of directors of the Company for certain persons who may be
nominated by Metropolitan Capital Advisors, Inc. ("Metropolitan") and in favor
of certain other actions as may be determined by Metropolitan. On February 18,
1997, Metropolitan filed a Statement on Schedule 13D (as it may be amended from
time to time, the "Metropolitan 13D") indicating that Metropolitan intends to
nominate certain persons for election as directors of the Company at its 1997
Annual Meeting. Metropolitan further indicated that it believes that a sale or
merger of the Company would attain the highest value available for shareholders
and that it anticipates that its nominees, if elected, would approve the active
exploration of the sale or merger of the Company. Pursuant to the Stockholders'
Agreement, the Filers would be required to vote in favor of the Metropolitan
nominees. Reference is made to Item 6 for a discussion of the Stockholders'
Agreement and to the Metropolitan 13D for a statement of the intentions of
Metropolitan.
The Filers may acquire additional shares of Common Stock or other
securities of the Company or (subject to the Stockholders' Agreement) sell or
otherwise dispose of any or all of the shares of Common Stock or other
securities of the Company beneficially owned by it. The Filers may take any
other action with respect to the Company or any of its debt or equity securities
in any manner permitted by law.
Except as disclosed in this Item 4, the Filers have no current plans or
proposals which relate to or would result in any of the events described in
Items (a) through (j) of the instructions to Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Scoggin Capital beneficially owns an aggregate of 404,101 shares of
Common Stock, representing approximately 3.8% of the outstanding shares of
Common Stock/1/. Scoggin, Inc. beneficially owns an aggregate of 115,000 shares
of Common Stock (excluding the shares beneficially owned by Scoggin Capital; see
Item 5(b)), representing approximately 1.1% of the outstanding shares of Common
Stock/1/, all of which shares are held in a managed customer account. SCC
beneficially owns an aggregate of 30,000 shares of Common Stock, representing
approximately 0.3% of the outstanding shares of Common Stock./1/ By reason of
the Stockholders' Agreement, the Filers may be deemed to constitute a group with
Metropolitan for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934. According to the Metropolitan 13D, Metropolitan may be deemed to own
beneficially approximately 24.3% of the outstanding shares of Common Stock.
Reference is made to the Metropolitan 13D for information with respect to the
shares of Common Stock beneficially owned by Metropolitan.
- --------
/1/ Percentages based upon 10,600,000 shares of Common Stock reported by the
Company to be outstanding in its press release dated January 21, 1997.
Page 6 of 12 Pages
<PAGE>
(b) Subject to the following two sentences and to the Stockholders'
Agreement referred to in Item 6 herein, Scoggin Capital has sole power to vote
and dispose of Common Stock beneficially owned by it. By reason of its position
as general partner of Scoggin Capital, S&E Partners may be deemed to possess the
power to vote and dispose of the shares of Common Stock beneficially owned by
Scoggin Capital. By reason of its position as general partner of S&E Partners,
Scoggin, Inc. may be deemed to possess the power to vote and dispose of the
shares of Common Stock beneficially owned by Scoggin and S&E Partners. Subject
to the Stockholders' Agreement referred to in Item 6 herein, Scoggin, Inc. and
SCC each has the sole power to vote and dispose of the Common Stock beneficially
owned by it.
(c) Except as set forth on Schedule II annexed hereto, neither Scoggin
Capital, Scoggin, Inc. and SCC, nor any person identified in response to Item 2,
has effected any transactions in the Common Stock during the past 60 days.
(d) The right to receive and the power to direct the receipt of
dividends from, and the proceeds from the sales of 115,000 shares of Common
Stock reported beneficially owned by Scoggin, Inc. is possessed by Scoggin
International Fund, Inc., a customer for whom Scoggin, Inc. maintains a managed
account.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On February 17, 1997, the Filers entered into a Stockholders' Agreement
("Stockholders' Agreement") with Metropolitan with respect to the shares of
Common Stock owned, and which may be owned in the future, by the Filers and
certain of their affiliates. The following is a summary of certain of the terms
of the Stockholders' Agreement and does not purport to be complete. The full
text of the Stockholders' Agreement is annexed hereto as Exhibit 2, and is
incorporated by reference herein.
The Stockholders' Agreement provides, among other things, that during
the term thereof (i) the Filers will and will cause their respective affiliates
to be present in person or by proxy and to vote or act by written consent with
respect to all voting securities of the Company beneficially owned by them or
their affiliates (A) for the election of 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 nominees for which
Metropolitan will cast votes in favor ("Metropolitan Nominees"), and (B) for
such other actions of stockholders of the Company 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 (subject to certain
exceptions), including amendments to the Company's By-Laws or Certificate of
Incorporation which may be proposed or supported by Metropolitan and/or the
giving of one or more proxies to be used by Metropolitan to vote the voting
securities beneficially owned by the Filers; (ii) the Filers will reimburse
Metropolitan for a portion of the expenses incurred in connection with the
Stockholders' Agreement or the nomination or election of Metropolitan Nominees;
and (iii) the Filers will not take certain actions without the prior written
consent of Metropolitan, including engaging in a proxy solicitation, initiating
or proposing stockholder proposals with respect to the Company, forming or
joining a group or acting in concert with any other person for the purpose of
acquiring, holding, voting or disposing of any voting securities, acting alone
or in concert with others to seek or offer to control the Company, depositing
voting securities in a voting trust or otherwise subjecting voting securities to
an arrangement or agreement with respect to the voting thereof, or disclosing
any intention, plan or arrangement inconsistent with any of the foregoing.
Under the Stockholders' Agreement, the Filers agreed that during the
term thereof, they will not, and will cause their respective controlled
affiliates not to, transfer voting securities of the Company unless the
transferee agrees in writing to be bound by the provisions of the Stockholders'
Agreement, provided that the Filers may sell free of such restrictions a number
of shares of Common Stock
Page 7 of 12 Pages
<PAGE>
equal to the number of shares sold by Metropolitan and its controlled affiliates
after the date of the Stockholders' Agreement.
The Stockholders' Agreement provides that it shall have a term
commencing on the date thereof and ending on the earlier of (i) the conclusion
of the second meeting of stockholders of the Company following February 17,
1997; (ii) the date on which the power of Metropolitan to vote in the election
of Directors of the Company drops below 5%; (iii) the date on which nominees
supported by Metropolitan constitute a majority of the Board of Directors of the
Company; and (iv) September 30, 1997, if Metropolitan has not validly nominated
any Directors by that date.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Agreement of Joint Filing between Scoggin Capital Management,
L.P., Scoggin, Inc. and Scoggin Capital Co. I dated as of
February 21, 1997.
Exhibit 2. Stockholders' Agreement between Metropolitan Capital Advisors,
Inc. and Scoggin, Inc. and Scoggin Capital Co. I dated as of
February 17, 1997.
Page 8 of 12 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: February 21, 1997
SCOGGIN CAPITAL MANAGEMENT, L.P.
By: Craig Effron, as President of Scoggin, Inc., the
general partner of S&E Partners L.P., the general
partner of Scoggin Capital Management, L.P.
/s/ Craig Effron
-------------------
Name: Craig Effron
SCOGGIN, INC.
/s/ Craig Effron
-------------------
Name: Craig Effron,
President
SCOGGIN CAPITAL CO. I
/s/ Craig Effron
-------------------
Name: Craig Effron,
General Partner
Page 9 of 12 Pages
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
SCOGGIN, INC.
--------------------------------
The name and present principal occupation or employment of
each of the executive officers and directors of Scoggin, Inc. and general
partners of Scoggin Capital Co. I are set forth below. The business address of
each such person is c/o Scoggin Capital Management, L.P., 660 Madison Avenue,
New York, New York 10021.
Name and Present Principal
Positions Held Occupation or Employment
- -------------- ------------------------
Craig Effron President of Scoggin, Inc.
President and
Director
Curtis Schenker Chief Executive Officer and
Chief Executive Officer, Treasurer of Scoggin, Inc.
Treasurer and Director
Messrs. Effron and Schenker each own 50% of the capital stock of
Scoggin, Inc., and, as sole general partners of Scoggin Capital Co. I, each own
50% of the equity and voting interest of Scoggin Capital Co. I.
Page 10 of 12 Pages
<PAGE>
SCHEDULE II
TRANSACTIONS OF
SCOGGIN CAPITAL MANAGEMENT, L.P.
IN COMMON STOCK OF
THE RAYMOND CORPORATION
DURING THE PRECEDING 60 DAYS
COMMON STOCK
- ------------
Type Number Price Total
of Trade of per Cost or
Transaction Date Shares Share Proceeds
- ----------- ---- ------ ----- --------
Buy 1/14/97 60,000 $18.19 $1,091,262.50
Buy 1/14/97 25,000 17.88 $446,887.50
Buy 1/15/97 122,500 18.8615 $2,310,546.25
Sell 1/21/97 13,000 19.20 $249,579.18
Sell 1/24/97 5,000 18.9375 $94,671.84
Buy 1/24/97 2,601 18.125 $47,285.68
Buy 1/24/97 20,000 18.470 $369,412.50
Buy 1/29/97 25,000 19.375 $484,387.50
Buy 1/29/97 60,000 19.1875 $1,151,262.50
Buy 2/ 4/97 12,500 19.438 $242,981.25
Buy 2/10/97 36,500 20.4690 $749,321.00
Buy 2/11/97 3,000 21.00 $63,192.50
Sell 2/12/97 23,400 21.1875 $494,354.47
Buy 2/12/97 78,400 21.1050 $1,654,644.50
All such transactions were conducted on the open market.
================================================================================
TRANSACTIONS OF
SCOGGIN INC.
IN COMMON STOCK OF
THE RAYMOND CORPORATION
DURING THE PRECEDING 60 DAYS
COMMON STOCK
- ------------
Type Number Price Total
of Trade of per Cost or
Transaction Date Shares Share Proceeds
- ----------- ---- ------ ----- --------
Buy 1/14/97 10,000 $18.1875 $181,887.50
Buy 1/14/97 10,000 17.875 $178,762.50
Buy 1/15/97 40,000 18.862 $754,472.50
Sell 1/21/97 5,000 19.20 $95,987.30
Sell 1/24/97 1,000 18.9375 $18,924.36
Buy 1/24/97 2,000 18.470 $36,952.50
Buy 1/29/97 15,000 19.1875 $287,825.00
Buy 2/ 4/97 4,000 19.438 $77,762.50
Buy 2/10/97 10,000 20.4690 $205,302.50
Buy 2/12/97 30,000 21.1050 $633,162.50
All such transactions were conducted on the open market.
Page 11 of 12 Pages
<PAGE>
TRANSACTIONS OF
SCOGGIN CAPITAL CO. I
IN COMMON STOCK OF
THE RAYMOND CORPORATION
DURING THE PRECEDING 60 DAYS
COMMON STOCK
- ------------
Type Number Price Total
of Trade of per Cost or
Transaction Date Shares Share Proceeds
- ----------- ---- ------ ----- --------
Buy 2/ 7/97 10,000 $19.44 $194,387.50
Buy 2/10/97 10,000 20.47 $205,302.50
Buy 2/12/97 5,000 21.125 $105,937.50
Buy 2/12/97 5,000 21.105 $105,537.50
All such transactions were conducted on the open market.
Page 12 of 12 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
1 Agreement of Joint Filing between Scoggin Capital
Management, L.P., Scoggin, Inc. and Scoggin Capital
Co. I dated as of February 21, 1997.
2 Stockholders' Agreement between Metropolitan Capital
Advisors, Inc. and Scoggin, Inc. and Scoggin Capital
Co. I dated as of February 17, 1997.
Page 1 of 8 Pages
<PAGE>
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, the undersigned persons hereby agree to file with the Securities and
Exchange Commission the Statement on Schedule 13D (the "Statement") to which
this Agreement is attached as an exhibit, and agree that such Statement, as so
filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated as of February 21, 1997
SCOGGIN CAPITAL MANAGEMENT, L.P.
By: Craig Effron, as President of Scoggin Inc.,
the general partner of S&E Partners L.P., the
general partner of Scoggin Capital
Management, L.P.
/s/ Craig Effron
-------------------
Name: Craig Effron
SCOGGIN, INC.
/s/ Craig Effron
-------------------
Name: Craig Effron,
President
SCOGGIN CAPITAL CO. I
/s/ Craig Effron
--------------------
Name: Craig Effron,
General Partner
Page 2 of 8 Pages
<PAGE>
EXHIBIT 2
STOCKHOLDERS' AGREEMENT
STOCKHOLDER'S AGREEMENT, dated February 17, 1997 (the "Agreement"),
between Metropolitan Capital Advisors, Inc., a Delaware limited partnership
("Metropolitan"), and Scoggin, Inc., a Delaware corporation, and Scoggin Capital
Co. I, a New York general partnership (each, a "Stockholder" and together, the
"Stockholders").
WHEREAS, Metropolitan and the Stockholders have 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;
WHEREAS, Metropolitan has informed the Stockholders that it has reached
understandings with other shareholders of the Company owning in excess of
700,000 shares of common stock of the Company; and
WHEREAS, Metropolitan and the Stockholders 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 Stockholders 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.
Page 3 of 8 Pages
<PAGE>
(b) Each Stockholder represents and warrants to Metropolitan as
follows:
(i) Such 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 such Stockholder and constitutes a valid and
binding obligation of such Stockholder, enforceable against
such Stockholder in accordance with its terms; and
(iii) The execution, delivery and performance of this
Agreement by such Stockholder does not violate or conflict
with or constitute a default under any material agreement to
which such Stockholder is a party, or by which such
Stockholder is bound.
2. Term of Agreement. The term (the "Term") of this Agreement shall
commence on the date hereof and shall continue until the earlier to occur of (i)
the conclusion of the second meeting of stockholders of the Company at which
directors are elected following the execution hereof, (ii) the date on which the
Voting Power of the Voting Securities beneficially owned by Metropolitan and any
affiliates shall represent less than five percent (5%) of the Total Voting
Power, (iii) the date on which nominees supported by Metropolitan constitute a
majority of the Board of Directors of the Company, and (iv) September 30, 1997,
if, but only if, neither Metropolitan nor its affiliates has by such date
validly nominated persons for election to 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 of Voting Securities 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 Stockholders and Metropolitan
agree that, during the Term (i) it will, and will cause their respective
controlled 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 controlled 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
controlled affiliates to, vote, or act by consent with respect to, all Voting
Securities beneficially owned by it and its controlled affiliates (x) for the
election of the nominees for the Company's Board of Directors nominated by
Metropolitan, or its controlled affiliates, or such other nominees otherwise
identified in writing by Metropolitan as being nominees for which Metropolitan
will cast votes in favor ("Metropolitan Nominees"), and (y) 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 (so long as such actions are not determined by each
Stockholder, in good faith, to be injurious to the Stockholder or its controlled
affiliates), including such amendments to the Company's by-
Page 4 of 8 Pages
<PAGE>
laws or Certificate of Incorporation as may be proposed or supported by
Metropolitan. In furtherance of the foregoing, Stockholder agrees that, upon
request of Metropolitan, Stockholder will execute and deliver at Metropolitan's
request and instructions, one or more proxies which may be used by Metropolitan
to vote Stockholder's Voting Securities in the manner set forth herein. Other
than the foregoing, there shall be no restrictions on the Stockholder's or
Metropolitan's ability to vote any Voting Securities.
(c) Scoggin, Inc. agrees to reimburse Metropolitan for its Equitable
Portion (as defined below) of all legal, printing, solicitor, litigation and
other expenses incurred in connection with this agreement or the nomination or
election of the Metropolitan Nominees, such reimbursement to be made promptly
following the request of Metropolitan as it may be made from time to time and
upon presentation of reasonable documentation therefor. In the event
reimbursement of such expenses is thereafter made to Metropolitan by the
Company, then Metropolitan shall promptly, in turn, return to Scoggin, Inc. an
Equitable Portion of any such reimbursed amounts received by Metropolitan. For
purposes hereof, "Equitable Portion" shall mean such portion of expenses as may
be determined, in the good faith judgment of Metropolitan, to be allocable to
Scoggin, Inc. based upon the relative number of Voting Securities held by
Scoggin, Inc. and its affiliates, as compared to the aggregate number of Voting
Securities held by Metropolitan and its affiliates and any other party which may
agree to share in the expenses arising out of the nomination and support of the
Metropolitan Nominees. For purposes hereof, unless otherwise agreed expenses
incurred by the Stockholders and their controlled affiliates for expenses of the
type referred to above, in connection with this agreement or the nomination or
election of the Metropolitan Nominees (and for which reasonable documentation is
provided by Scoggin, Inc. to Metropolitan) shall be deemed incurred by
Metropolitan and shall be shared by the parties as set forth herein.
4. Acquisition of Voting Securities. Notwithstanding any other
provision of this Agreement, any Voting Securities acquired by a Stockholder or
its controlled affiliates, or Metropolitan or its controlled affiliates
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, as contemplated by this Agreement, during the Term,
without the prior written consent of the other, Metropolitan and the
Stockholders will not, and will cause each of their respective 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" of "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,
Page 5 of 8 Pages
<PAGE>
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 affiliates of Metropolitan or
either Stockholder from publicly announcing their position as a stockholder or
director with respect to any matter concerning the Company.
6. Disposition of Voting Securities. During the Term, the Stockholder
shall not, and shall cause its controlled affiliates not to, transfer any Voting
Securities, whether by sale, assignment, pledge, encumbrance, gift, bequest,
appointment or otherwise, unless the transferee of such Voting Securities agrees
in writing to be bound by the provisions hereof, provided, however, that the
Stockholders may sell an aggregate number of shares free from the restrictions
hereof which is equal to the number of shares sold by Metropolitan and its
controlled affiliates after the date hereof.
7. Specific Performance. Each of the parties hereto recognizes and
acknowledges that a breach by i t 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.
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:
Metropolitan Capital Advisors, Inc.
c/o Joseph F. Mazzella, Esq.
Lane Altman & Owens LLP
101 Federal Street
Boston, MA 02110
or to such other person or address as Metropolitan shall furnish to the
Stockholders in writing;
Page 6 of 8 Pages
<PAGE>
(b) If to the Stockholders:
Scoggin, Inc.
c/o David P. Levin, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, NY 10022
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. 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.
11. 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 obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other party.
12. Governing Law; Obligations. 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. The parties hereto agree and acknowledge that they shall use
reasonable efforts, in good faith, to comply with all applicable state and
federal securities regulations with respect to the matters and transactions
contemplated herein.
13. 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, in the
City 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
Page 7 of 8 Pages
<PAGE>
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.
14. 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.
15. 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.
16. 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.
17. 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. SCOGGIN, INC.
By: _________________________ By: ________________________
_________________________ ________________________
Name and Title Name and Title
SCOGGIN CAPITAL CO. I
By: ________________________
General Partner
Page 8 of 8 Pages
