SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
KETEMA, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
492653100
(CUSIP Number)
David P. Steinmann
Secretary
American Securities Partners GP Corp.
122 East 42nd Street
New York, New York 10168
(212) 476-8000
___________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 1994
(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).
This Amendment No. 18 amends the Schedule 13D dated
February 22, 1989, as heretofore amended (the "Schedule 13D"),
filed by American Securities BD Co., L.P. (formerly American
Securities Partners, L.P.) on behalf of the
Reporting Persons identified in Amendment No. 14 thereto in
respect of the Common Stock, par value $1.00 per share, of
Ketema, Inc., a Delaware corporation. Terms defined in the
Schedule 13D as heretofore amended are used herein with such
defined meanings.
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 of the Schedule 13D as last amended is hereby
further amended by adding thereto the following information:
As more fully discussed in Item 6 below, on
August 19, 1994, Danaher Corporation, a New York Stock Exchange
listed company ("Danaher"), exercised an option to purchase (or
to cause an affiliate to purchase), prior to the consummation of
the proposed merger, a $5 million limited partnership interest
in KTM Partners, L.P., a New York limited partnership ("KTM
Partners"). KTM Partners is currently the sole stockholder of
KTM Holdings Corp. ("KTM Holdings"). The funds provided by
Danaher or its affiliate will be contributed by KTM Partners to
KTM Holdings and will be used to fund a portion of the merger
consideration contemplated by the Merger Agreement. See Item 6
below.
Item 6. Contracts, Arrangement, Understandings or
Relationships with respect to Securities
of the Issuer.
Item 6 of the Schedule 13D as last amended is hereby
further amended by adding thereto the following information:
On August 19, 1994, Danaher exercised the option
granted to it on June 28, 1994 by American Securities Capital
Partners, L.P., acting on behalf of the American Securities
Clients, to commit to purchase (or to cause an affiliate of
Danaher to purchase) for $5 million in cash a limited
partnership interest in KTM Partners, representing not less than
a 33 1/3% interest in KTM Partners and indirectly representing
approximately 33 1/3% of the total equity in KTM Holdings.
Pursuant to the terms of an agreement entered into on
August 19, 1994 between Danaher, American Securities Capital
Partners, L.P., KTM Partners GP Corp. (the general partner of
KTM Partners) and KTM Holdings, if the Merger is consummated,
Danaher (or its affiliate) will have the right to designate two
directors of KTM Holdings and the right to approve certain
corporate activities and transactions of KTM Holdings and
Ketema. In the event that, following the Merger, Ketema or KTM
Holdings proposes to offer shares of common stock or other
equity securities (with certain exceptions) at a time when
Danaher (or its affiliate) holds at least a 25% limited
partnership interest in KTM Partners, Danaher would have the
right to purchase the number of shares of common stock or other
equity securities of Ketema or KTM Holdings on the same terms as
the other offerees in order to preserve its proportionate
interest in Ketema or KTM Holdings. The foregoing summary of
the agreement with Danaher is qualified in its entirety by
reference to the copy thereof attached hereto as Exhibit (8) and
incorporated herein in its entirety by reference.
Item 7. Material to be filed as Exhibits.
Item 7 of the Schedule 13D as last amended is hereby
further amended by adding thereto the following:
Exhibit (8) - Letter Agreement, dated August 19,
1994, between American Securities
Capital Partners, L.P., KTM Partners GP
Corp., KTM Holdings Corp. and Danaher
Corporation.
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
AMERICAN SECURITIES BD CO., L.P.,
in its capacity as agent for the
Reporting Persons
By: AMERICAN SECURITIES PARTNERS
GP CORP., its general partner
By: /s/ David P. Steinmann
David P. Steinmann, Secretary
Exhibit (8)
August 19, 1994
American Securities Capital Partners, L.P.
122 East 42nd Street - Suite 2400
New York, New York 10168
Gentlemen:
We refer to that certain letter agreement dated
June 28, 1994 from American Securities Capital Partners, L.P.
("Amseco") to Danaher Corporation ("Danaher"), as amended by the
letter dated August 9, 1994 (the "Letter Agreement"), pursuant
to which, among other things, Amseco granted to Danaher, or an
affiliate thereof, an option (the "Option") for a specified
period to commit to purchase for cash a limited partnership
interest in KTM Partners, L.P., a New York limited partnership
(the "Partnership").
Danaher hereby exercises the Option and commits to
purchase (or to cause one of its affiliates to purchase) for
cash a $5 million limited partnership interest in the
Partnership on the terms set forth in the Letter Agreement.
Such purchase shall be made on the date specified in a written
funding notice from the general partner of the Partnership
delivered to Danaher not later than two business days prior to
such funding date, which funding date shall be the business day
immediately preceding the scheduled consummation date of the
merger (the "Merger") contemplated by the Agreement and Plan of
Merger dated as of June 21, 1994 among Ketema, Inc., KTM
Holdings Corp. ("Holdings") and KTM Acquisition Corp. In the
event that consummation of the Merger shall not occur within ten
business days after the scheduled consummation date, the
purchase price paid by Danaher or its affiliate for the limited
partnership interest in the Partnership shall be returned to
Danaher or such affiliate forthwith upon demand, together with
any earnings actually received by the Partnership on such funds.
In the event that such purchase price is returned to Danaher or
its affiliate pursuant to the preceding sentence, Danaher or
such affiliate shall again fund such purchase on the business
day preceding any rescheduled consummation date of the Merger,
subject to delivery to Danaher of another funding notice from
the general partner of the Partnership not later than two
business days prior to such new funding date; provided, however,
that Danaher or such affiliate shall not have any obligation to
fund such purchase at any time after March 31, 1995.
KTM Partners GP Corp., a New York corporation and the
general partner of the Partnership ("GP Corp."), hereby agrees
that it shall take all necessary actions to ensure that upon
consummation of the Merger, Danaher's or its affiliate's
partnership interest in the Partnership shall constitute not
less than 33-1/3% of the total partnership interests in the
Partnership.
GP Corp., Holdings and Danaher hereby agree that, at
the time of the closing of the purchase of such limited
partnership interest by Danaher or an affiliate thereof (which
shall occur simultaneously with the closing of the Merger), each
of them shall enter into a letter agreement in substantially the
form attached hereto as Annex A for the purpose of effectuating
the provisions of the Letter Agreement. Each of Amseco,
GP Corp. and Holdings hereby agrees that, without the prior
written consent of Danaher (which shall not be unreasonably
withheld in the case of arms-length transactions with third
parties), it shall not take, agree to take or enter into any
commitment or understanding with respect to, any action that
would not be permitted under such letter agreement without
Danaher's consent if such letter agreement (including paragraph
5 thereto) were in effect on the date hereof.
This letter may be executed in counterparts, all of
which when taken together shall constitute one agreement.
Very truly yours,
DANAHER CORPORATION
By: /s/ George M. Sherman
Name: George M. Sherman
Title: President/Chief
Executive Officer
ACCEPTED AND AGREED:
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By its General Partner:
AMERICAN SECURITIES CAPITAL PARTNERS GP CORP.
By: /s/ Michael G. Fisch
Michael G. Fisch
President
KTM PARTNERS GP CORP.
By: /s/ Michael G. Fisch
Name: Michael G. Fisch
Title: Executive Vice President
KTM HOLDINGS CORP.
By: /s/ Michael G. Fisch
Name: Michael G. Fisch
Title: Vice President
<PAGE>
ANNEX A
________________, 1994
[Danaher Corporation]
1250 24th Street, N.W.
Suite 800
Washington, D.C. 20037
Gentlemen:
KTM Partners GP Corp., a New York corporation
("GP Corp."), is the general partner of KTM Partners, L.P.
(the "Partnership"), a New York limited partnership. The
Partnership owns all or a substantial portion of the issued and
outstanding common stock of KTM Holdings Corp., a Delaware
corporation ("Holdings"). In connection with the purchase by
[Danaher Corporation] ("D Co.") on the date hereof of a $ _____
million limited partnership interest in the Partnership, which
interest constitutes not less than 33-1/3% of the total
partnership interests in the Partnership as of the date hereof
and currently indirectly represents approximately 33-1/3% of the
total equity in Holdings, and the admission of D Co. as a
limited partner in the Partnership pursuant to the Agreement of
Limited Partnership dated as of June 16, 1994 (the "Partnership
Agreement"), each of GP Corp. and Holdings hereby confirms its
agreement with D Co. as follows:
1. So long as D Co. or an affiliate thereof continues to
hold at least a 25% limited partnership interest in the
Partnership, GP Corp. will not, without the written consent of D
Co. (or such affiliate), cause or permit the Partnership (i) to
engage in any business activity other than the acquisition,
holding and voting of common stock of, and other equity
interests in, Holdings, (ii) to sell, transfer, assign,
mortgage, pledge, hypothecate or otherwise dispose of any common
stock of, or other equity interest in, Holdings or enter into
any contract, arrangement, option, agreement, understanding or
other commitment to do so, (iii) to incur, assume or otherwise
become responsible for any indebtedness for borrowed money, to
guarantee or subject to any charge or encumbrance any of the
Partnership's assets, including any shares of common stock of or
other equity interests in Holdings (in each case, other than in
the ordinary course of business), (iv) to liquidate or dissolve
pursuant to the Partnership Agreement, (v) to enter into any
agreement with GP Corp. or any affiliate thereof (other than
Holdings and its subsidiaries) or (vi) to commence or terminate
any material legal action.
D Co. may not unreasonably withhold its consent to any
of the actions described above so long as they are on an arms'
length basis with unaffiliated parties.
GP Corp. further agrees that it shall cause the
Partnership (x) to distribute promptly to the partners of the
Partnership in accordance with their respective partnership
interests (a) any dividends or other distributions received from
Holdings in respect of the Partnership's investment in Holdings
and (b) the net proceeds received by the Partnership (after
payment of expenses and provision for reasonable reserves) of
any sale, transfer or other disposition by the Partnership of
all or a portion of its investment in Holdings, and (y) to
allocate for tax purposes income, gains, losses, deductions and
credits in respect of non-cash capital contributions by partners
to the Partnership in accordance with section 704(c) of the
Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.
2. (a) So long as D Co. or an affiliate thereof
continues to hold at least a 25% limited partnership interest in
the Partnership, (i) GP Corp. will not, without the written
consent of D Co. (or such affiliate), cause or permit the
Partnership to approve any of the actions described in paragraph
2(b) hereof in its capacity as a stockholder of Holdings (in
each case, to the extent stockholder approval is requested or is
required by law or pursuant to the certificate of incorporation
or by-laws of Holdings), and (ii) Holdings shall not, without
the written consent of D Co. (or such affiliate), take or agree
or commit to take, or cause or permit Ketema, Inc., a Delaware
corporation ("Ketema") which this day is becoming a subsidiary
of Holdings, or any direct or indirect material subsidiary of
Holdings or Ketema (each, a "Subsidiary"), to take or agree or
commit to take, any of the actions described in paragraph 2(b)
hereof. D Co. may not unreasonably withhold its consent to any
of the actions described in paragraph 2(b) so long as they are
on an arms' length basis with unaffiliated parties.
(b) The actions to which the preceding paragraph 2(a)
relates are the following:
(i) the conducting of any business by Holdings
other than the acquisition, holding, management and
disposition of common stock of, and other equity interests
in, Ketema;
(ii) any corporate action to be taken by Holdings,
Ketema or any Subsidiary regarding any sale, lease,
mortgage, transfer or other disposition of, or any
acquisition of, any material assets or businesses outside
of the ordinary course of business;
(iii) any dividends or other distributions to
stockholders of Holdings or Ketema or redemptions or
repurchases of shares of common stock of or other equity
interests in Holdings or Ketema;
(iv) any liquidation, dissolution, merger,
consolidation, spin-off or other reorganization or
recapitalization involving Holdings, Ketema or any
Subsidiary;
(v) any issuance or sale of securities (including
options, warrants and other rights in respect of any
securities and securities convertible into other
securities) by Holdings, Ketema or any Subsidiary;
(vi) the commencement by Holdings, Ketema or any
Subsidiary of a voluntary case under the bankruptcy law of
the United States or of any other jurisdiction, the filing
by Holdings, Ketema or any Subsidiary of an application for
the appointment of a trustee, receiver, custodian,
liquidator or similar official with respect to a
substantial portion of its assets, or the consenting to the
filing of an involuntary case against Holdings, Ketema or
any Subsidiary under applicable bankruptcy laws or to any
such appointment;
(vii) the appointment of a chief executive officer of
Ketema other than Hugh H. Williamson, III;
(viii) any transactions between Holdings, Ketema or
any Subsidiary and an affiliate or associate (as such term
is defined in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended) thereof, other than transactions
between Holdings and Ketema, transactions between Holdings
or Ketema and one of Ketema's wholly owned Subsidiaries and
transactions between a wholly owned Subsidiary of Ketema
and another wholly owned Subsidiary of Ketema; or
(ix) any change to the certificate of incorporation
or by-laws of Holdings or Ketema.
3. So long as D Co. (or an affiliate thereof) continues
to hold at least a 25% limited partnership interest in the
Partnership, (i) D Co. (or such affiliate) shall have the right,
by giving written notice to GP Corp., to designate as members of
the board of directors of Holdings (the "Board") (A) George M.
Sherman and (B) another officer of D Co. (or an affiliate
thereof), who shall initially be Patrick W. Allender (provided
that D Co. or such affiliate of D Co. may select substitutes for
Mr. Sherman and/or Mr. Allender so long as each such substitute
is an officer of D Co. (or an affiliate thereof), is reasonably
acceptable to GP Corp. and, in the case of the selection of a
substitute for Mr. Sherman, Mr. Sherman shall no longer be an
officer or director of D Co.), (ii) GP Corp. shall cause the
Partnership and any other persons controlled by GP Corp. to vote
all shares of Holdings common stock owned by it in favor of the
election of George M. Sherman and the other director so
designated by D Co. (or its affiliate) and (iii) in the event
that an executive committee of the Board (or other committee of
the Board to which powers of the Board are delegated) shall be
created, a director designated by D Co. (or an affiliate
thereof) in accordance with clause (i) above shall be entitled
to be a member of such committee.
4. For purposes of this letter, in determining whether D
Co. (or an affiliate thereof) continues to hold at least a 25%
limited partnership interest in the Partnership, all partnership
interests in the Partnership issued after the date hereof and
all increases in capital contributions after the effective time
of the Merger in respect of limited partnership interests in the
Partnership outstanding as of the effective time of the Merger
shall be disregarded, other than any partnership interests
issued or increased, as the case may be, with the written
consent of D Co. (or an affiliate thereof).
5. D Co. hereby confirms its consent to both Holdings and
Ketema taking all necessary actions to perform (i) their
obligations under the letter agreement between Hugh H.
Williamson, III and Holdings dated May 5, 1994 (the "Williamson
Agreement") and the various transactions contemplated therein,
provided that an amendment to or waiver of the Williamson
Agreement is obtained to allow the designees of D Co. (or an
affiliate thereof) to serve on the Board in accordance with the
provisions hereof and (ii) the actions provided for in the
Merger Agreement. Notwithstanding the provisions contained
elsewhere in this letter agreement (but subject to the proviso
to the preceding sentence), no further consent by D Co. will be
required with respect to the documentation to be prepared and
executed by Holdings, Ketema, Mr. Williamson, American
Securities Capital Partners, L.P. or any other persons or
entities to evidence or effectuate the various transactions
provided for in the Williamson Agreement or the Merger
Agreement.
6. Notwithstanding the provisions of the Partnership
Agreement, D Co. (or its affiliate) shall have the right to
transfer its economic interest in the Partnership (but without
any right to require that the transferee be admitted to the
Partnership as a successor limited partner) at any time if (i)
GP Corp. (or an affiliate thereof) shall have ceased to be the
general partner of the Partnership, (ii) there shall have been
any change in control of GP Corp. (including without limitation
a change in control as a result of any transfer in one or more
transactions of more than a majority of the voting securities of
GP Corp. to persons not affiliated with the current stockholders
thereof) or (iii) GP Corp. shall consent thereto (which consent
shall not be unreasonably withheld if requested by D Co. (or its
affiliate) at any time after the fifth anniversary of the date
hereof (it being understood that GP Corp. shall not be deemed to
have unreasonably withheld its consent if GP Corp. believes in
good faith that the proposed transferee is not an appropriate
person or entity to become a partner in the Partnership because
of such proposed transferee's reputation). In the event that D
Co. (or its affiliate) shall transfer its economic interest in
the Partnership pursuant to this paragraph, all rights of D Co.
(or its affiliate) under this letter agreement shall terminate.
7. In the event that it is proposed by any partner or
partners of the Partnership that limited partnership interests
in the Partnership constituting at least 25% of all of the
Partnership's partnership interests outstanding at any time be
transferred, in any transaction or series of transactions, to
any person or persons (other than existing partners of the
Partnership or affiliates of the transferring partners), and GP
Corp. intends to consent to such transfers, GP Corp. shall use
its best efforts to afford D Co. (or it affiliate) the
opportunity to include all or a pro rata portion of its
partnership interest in such transfer, at the same price and on
the same terms and conditions as are being offered to the other
partners of the Partnership and shall not consent to any such
transfer unless D Co. (or such affiliate) shall have been
afforded such opportunity. GP Corp. shall give D Co. or such
affiliate notice of such proposed transfer not less than 20 days
prior to the date on which such transfer is to be made, which
notice shall describe the price to be paid for the limited
partnership interests and the other terms and conditions of such
transfer. If D Co. or such affiliate shall desire to
participate in such transfer, it shall deliver written notice
thereof to GP Corp. not less than 15 days after receipt of the
notice from GP Corp.
If the person or persons who are offering to purchase such
partnership interests shall be unwilling to purchase all of the
partnership interests that such partners, including D Co. or its
affiliate, desire to transfer, such partners' limited
partnership interests (including that of D Co. or such
affiliate) shall be included in the transfer pro rata in
accordance with their respective partnership interests.
8. In the event that, at any time after the date hereof,
it is proposed that additional partnership interests in the
Partnership be issued or that any partners of the Partnership
increase their existing partnership interests in the Partnership
by making additional capital contributions to the Partnership, D
Co. (or an affiliate thereof) shall be offered the opportunity,
pursuant to a written notice delivered to it by GP Corp. not
later than 20 days prior to the date on which such partnership
interest is to be issued or such increase is to be made and
describing the price at which such interests are to be offered
and the other terms and condition of such offer (which price,
terms and conditions shall be the same as those being extended
to the other offerees), to subscribe for a pro rata portion
(based upon the percentage then held by D Co. or such affiliate
of all of the Partnership's partnership interests) of such
additional partnership interest or increase, as the case may be.
If D Co. or such affiliate shall desire to exercise such
subscription right, it shall deliver written notice thereof to
GP Corp. not less than 15 days after receipt of the notice from
GP Corp.
9. In the event that, subsequent to the consummation of
the merger contemplated by the Agreement and Plan of Merger
dated as of June 21, 1994 among Ketema, Holdings and KTM
Acquisition Corp., Holdings or Ketema shall propose to offer any
shares of its common stock or its other equity securities
(including securities convertible into, or exchangeable or
exercisable for, equity securities of Holdings or Ketema but
excluding any such securities to be issued pursuant to the
Williamson Agreement and excluding any stock options to be
granted to employees of Ketema or Holdings) at any time when D
Co. (or an affiliate thereof) shall hold at least a 25% limited
partnership interest in the Partnership, D Co. or such affiliate
shall have the right to purchase the number of shares of such
common stock or other equity securities of Holdings or Ketema,
as the case may be, at the same price and on the same terms and
conditions as apply to the other offerees, such that, after the
issuance of all of such securities, D Co. or such affiliate
would hold, directly or indirectly through the Partnership or
Holdings, the same proportionate interest in Holdings or Ketema,
as the case may be, as was held by it prior to such offering.
Holdings or Ketema, as the case may be, shall give D Co. or such
affiliate notice of such offer not less than 20 days prior to
the date on which such securities are to be issued, which notice
shall describe the price of such securities and the other terms
and conditions of such offering. If D Co. or such affiliate
shall desire to accept such offer, it shall deliver written
notice thereof to Holdings or Ketema not less than 15 days after
receipt of the notice from Holdings or Ketema.
10. The provisions of this letter shall be deemed to amend
all applicable provisions of the Partnership Agreement. GP
Corp. confirms that the provisions of this letter have been
approved by the limited partners of the Partnership in
accordance with the provisions of the Partnership Agreement.
11. If requested by D Co. at any time after the date
hereof, Holdings shall cause Ketema to assume the obligations to
be performed by it hereunder or which Holdings has agreed herein
to cause Ketema to perform.
12. This letter may be executed in counterparts, all of
which when taken together shall constitute one agreement.
If the foregoing reflects our agreement, kindly sign
and return this letter to us.
Very truly yours,
KTM PARTNERS GP CORP.
By:
Name:
Title:
KTM HOLDINGS CORP.
By:
Name:
Title:
Accepted and Agreed:
[DANAHER CORPORATION]
By:
Name:
Title:
