SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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)
June 28, 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. 16 amends the Schedule 13D dated
February 22, 1989, as heretofore amended (the "Schedule 13D"),
filed by 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 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:
The clients of American Securities Partners, L.P., who
are among the Reporting Persons (the "American Securities
Clients"), have caused to be formed KTM Partners, L.P., a New
York limited partnership ("KTM Partners"), which currently owns
100% of the outstanding shares of common stock of KTM Holdings
which is a party to the Merger Agreement. The American
Securities Clients currently own 100% of the limited partnership
interests in KTM Partners. The sole general partner of KTM
Partners is KTM Partners GP Corp., a New York corporation, the
stockholders and directors of which are Elizabeth R. Varet,
Charles D. Klein and Michael G. Fisch, each of whom is a
Reporting Person. Ms. Varet is Chairperson, Mr. Klein is
President and Chief Executive Officer and Mr. Fisch is Executive
Vice President, Secretary and Treasurer of KTM Partners GP Corp.
In connection with obtaining equity financing for the
Merger as contemplated by the Merger Agreement, on June 28,
1994, American Securities Capital Partners, L.P., acting on
behalf of the American Securities Clients, granted to Danaher
Corporation, a New York Stock Exchange listed company
("Danaher"), an option exercisable for a period of 45 days to
commit to purchase for $5,000,000 in cash a limited partnership
interest in KTM Partners, representing not less than a 33 1/3%
interest in KTM Partners. Such investment by Danaher would be
made on a pari passu per unit value basis with the other limited
partners based on the amount of cash and/or securities of Ketema
to be contributed to KTM Partners by the American Securities
Clients, with such securities being valued at the Merger
Consideration of $15.00 per share provided for in the Merger
Agreement or the redemption price thereof in case of the
Debentures. If the option is exercised by Danaher and the
Merger is consummated, Danaher would have the right to designate
two directors of KTM Holdings and the right to approve certain
major corporate activities and transactions of KTM Holdings and
Ketema. In connection with the granting of such option, Danaher
entered into a confidentiality/standstill agreement with
American Securities Capital Partners, L.P. and has been
furnished certain information for due diligence purposes in
considering whether to exercise the option and make the
investment in KTM Partners. The foregoing summary of the
agreements with Danaher are qualified in their entirety by
reference to copies thereof attached thereto as Exhibits (6) and
(7) and incorporated herein in their 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 (6) - Letter Option Agreement, dated June 28,
1994, between American Securities
Capital Partners, L.P. and Danaher
Corporation.
Exhibit (7) - Confidentiality Agreement, dated June
28, 1994, between American Securities
Capital Partners, L.P. and Danaher
Corporation.
<PAGE>
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 PARTNERS, 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 (6)
June 28, 1994
Danaher Corporation
Washington, D.C.
Gentlemen:
Reference is made to the Confidentiality Agreement, dated this
day (the "Confidentiality Agreement"), between Danaher
Corporation ("D Co.") and the undersigned, American Securities
Capital Partners, L.P. ("Amseco"). In order to induce D Co. to
enter into the Confidentiality Agreement, Amseco hereby agrees
that D Co., or an affiliate thereof, shall have the exclusive
option for the period of 45 days from the date hereof to commit
to purchase for cash up to a $5 million limited partnership
interest in KTM Partners, L.P. (representing not less than a
33 1/3% interest in KTM Partners, L.P.), a New York limited
partnership, which has been formed by affiliates of Amseco and
currently owns 100% of the Common Stock of KTM Holdings Corp., a
Delaware corporation ("KTM"), which is a party to the Merger
Agreement with Ketema, Inc. (the "Company"). It is understood
that the Investment will be made on a pari passu per unit value
basis with the other limited partners based on the amount of
cash and/or value of securities of the Company contributed by
such limited partners, with such securities being valued at the
Merger Consideration of $15.00 per share provided for in the
Merger Agreement or the redemption price thereof in the case of
Convertible Debentures other than the privately issued
Debentures held by Hugh H. Williamson, III. If the option is
exercised by D Co. and the Merger is consummated by Amseco, it
is agreed that upon consummation of the Merger so long as D Co.
maintains at least a 25% interest in KTM Partners, L.P. (i) any
corporate action to be taken by KTM Holdings Corp. or the
Company regarding (a) any sale, lease, mortgage, transfer or
other disposition of any material assets outside of the ordinary
course of business, (b) any dividends or other distributions to
stockholders, (c) any liquidation, dissolution, merger,
consolidation, spin-off or other reorganization, (d) any
issuance or sale of securities or other interests, (e) any
transactions with affiliates or (f) any change to its charter or
by-laws will require the unanimous consent of D Co. and Amseco,
(ii) D Co. or an affiliate thereof shall have the right to
designate two members of the board of directors of KTM Holdings
Corp., one of which shall be George M. Sherman and the other of
which shall initially be Patrick W. Allender, and (iii) other
mutually satisfactory corporate governance provisions regarding
major corporate activities and transactions of KTM or the
Company shall be effectuated provided that D Co. may not
unreasonably withhold its consent to any of the above actions so
long as they are on an arms' length basis with unaffiliated
parties. Notwithstanding anything contained herein to the
contrary D Co. shall consent to (and does hereby consent to)
both KTM Holdings Corp. and the Company taking all necessary
actions to perform their obligations under the letter agreement
between Hugh H. Williamson, III and KTM Holdings Corp. dated May
5, 1994 and the various transactions contemplated therein (a
copy of which has been filed as an Exhibit to Schedule 13-D).
Amseco also agrees that D Co. shall be released from its
obligations under the ninth paragraph of the Confidentiality
Agreement, and shall be entitled to use the Confidential
Information under the Confidentiality Agreement in connection
with alternative transactions involving the Company, at and
after the time of the first to occur of any of the following:
(i) the fifth business day after the public announcement
of (a) the commencement by a third party of, or an
intention of a third party to commence, a tender or
exchange offer for at least a majority of the shares of
voting stock of the Company for consideration having a
value per share greater than $15.00, or (b) a written bona
fide proposal or offer by a third party to enter into a
transaction with the Company which would result, directly
or indirectly, in (x) a change in control of the Company,
including, without limitation, any merger, consolidation,
acquisition of beneficial ownership of voting stock or
sale, lease, exchange or other transfer of all or
substantially all of the assets and business of the
Company, for consideration per share of the Company's
common stock greater than $15.00 or (y) the sale, lease,
exchange or other disposition by the Company, directly or
indirectly, of all or any material portion of its assets
and business, unless, in each case referred to in this
clause (i), KTM Holdings Corp. and its affiliates shall
have notified D Co., within five business days (two
business days in the case of a Tender Offer) of any such
announcement, of their intention to match or increase such
proposal or offer and shall have publicly matched or
increased such proposal or offer within ten business days
(five business days in the case of a Tender Offer)
following such announcement, and
(ii) the existence of a right to terminate the Merger
Agreement pursuant to Section 9.01(v) thereof or the
termination of the Merger Agreement pursuant to any other
provision of Section 9.01 thereof.
The occurrence of any of the events described in clause (i) or
(ii) above shall be deemed to be an amendment by Amseco for the
purposes of paragraph 10 of the Confidentiality Agreement.
In no event shall this agreement or the Confidentiality
Agreement operate to prohibit D Co. from competing with an all
cash Tender Offer commenced for 51% or more of the common stock
of the Company by a third party, which Tender Offer has not been
approved by the Special Committee of the Board of Directors (or
the Board of Directors if the Special Committee does not then
exist).
If the foregoing reflects our agreement, kindly sign and return
this letter to us.
Sincerely,
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By Its General Partners:
AMERICAN SECURITIES CAPITAL PARTNERS GP CORP.
By:/s/ Michael G. Fisch
Michael G. Fisch
President
Accepted and Agreed:
DANAHER CORPORATION
By:/s/ George M. Sherman
George M. Sherman
President/Chief
Executive Officer
<PAGE>
Exhibit (7)
June 28, 1994
American Securities Capital Partners, L.P.
122 East 42nd Street
Suite 2400
New York, New York 10168
CONFIDENTIALITY AGREEMENT
Gentlemen:
We understand that an affiliate of American Securities Capital
Partners, L.P. ("Amseco") has entered into a Merger Agreement
dated as of June 21, 1994 with Ketema, Inc. (the "Company"). In
accordance with the Merger Agreement, Amseco is prepared to
furnish Danaher Corporation ("D Co.") with certain information
to assist D Co. in making an evaluation of the business and
prospects of the Company in connection with a possible
investment in the vehicle to be used by Amseco in effecting the
acquisition of the Company (the "Investment").
As used herein, "Confidential Information" means all data,
reports, interpretations, forecasts and records containing or
otherwise reflecting information concerning the Company or
Amseco, their affiliates and subsidiaries which is not available
to the general public and which Amseco or the Company will
provide to D Co., including but not limited to any information
obtained by meetings with representatives or personnel of the
Company or its subsidiaries or Amseco, together with analysis,
compilations, studies or other documents, whether prepared by
the D Co. or others, which contain or otherwise reflect such
information.
In consideration of Amseco providing D Co. with Confidential
Information, by its signature hereto, D Co. agrees that all
Confidential Information will be held and treated by D Co., its
agents, its employees, investors, advisors and its
representatives in confidence and will not, except as expressly
permitted by this letter, without the prior written consent of
Amseco, be disclosed by D Co. or its agents, its employees,
investors, advisors and its representatives, in any manner
whatsoever, in whole or in part, and will not be used by D Co.
or its agents, its employees and its representatives other than
in connection with D Co.'s consideration of the Investment.
Moreover, D Co. further agrees (i) to disclose Confidential
Information only to its agents, its employees, advisors and its
representatives who need to know the Confidential Information
for purposes of evaluating the Investment and who agree to be
bound by the terms of this Agreement, (ii) that D Co. will be
satisfied that such agents, employees and representatives will
act in accordance herewith and be bound by this letter agreement
and (iii) that, in any event, D Co. shall be responsible for any
breach of this letter agreement by itself or any of its agents,
employees and representatives.
Notwithstanding the foregoing, the following will not constitute
"Confidential Information" for purposes of this agreement:
I. Information which was already in D Co.'s possession
prior to the date hereof and which was not acquired or
obtained, directly or indirectly, from the Company or
Amseco.
II. Information which is obtained by D Co. from a third
person who, insofar as is known to D Co. after reasonable
inquiry, is not prohibited from transmitting the
information to D Co. by a contractual, legal or fiduciary
obligation to the Company or Amseco and
III. Information which is or becomes generally available to
the public other than as a result of a disclosure by D Co.
or any of its agents, employees, affiliates or
representatives.
The written Confidential Information, except for that portion of
the Confidential Information that may be found in analysis,
compilations, studies or other documents prepared by D Co., its
agents and its employees and advisors will be returned to Amseco
promptly upon the earlier to occur of D Co.'s conclusion of its
evaluation of a possible Investment or the request of Amseco.
That portion of the Confidential Information that may be found
in analysis, compilations, studies or other documents prepared
by D Co., its agents or employees and advisors (whether in
writing, stored on computer discs or other electronic means or
otherwise), oral Confidential Information and any written
Confidential Information not so requested and returned will be
destroyed or, in the case of oral Confidential Information, held
by D Co. and kept subject to the terms of this letter agreement.
In the event that D Co. is requested or required (by oral
questions, interrogatories, requests for information or
documents, subpoena, Civil Investigative Demand or other process
or by any other legal or regulatory requirement) to disclose any
Confidential Information, D Co. will provide the Company and
Amseco with notice of any such request or requirement a
reasonable period of time prior to making any disclosure so that
the Company or Amseco may seek an appropriate protective order
or waive the D Co.'s compliance with the provisions of this
letter agreement. If, failing the entry of a protective order
or the receipt of a waiver hereunder, D Co. is, in the opinion
of its counsel, compelled to disclose Confidential Information,
D Co. may disclose only that portion of the Confidential
Information which its counsel advises it that D Co. is compelled
to disclose. In any event, D Co. will not oppose action by the
Company or Amseco to obtain an appropriate protective order or
other reliable assurance that confidential treatment will be
accorded the Confidential Information.
D Co. acknowledges that it is aware, and that it will advise
such of its employees, directors, agents, advisors or
representatives who are informed as to the matters which are the
subjects of this letter, that the Federal and state securities
laws prohibit any person who has received from an issuer
material, non-public information concerning the matters which
are the subject of this letter from purchasing or selling
securities of such issuer or from communicating such information
to any other person under circumstances under which it is
reasonably foreseeable that such person is likely to purchase or
sell such securities.
D Co. acknowledges that neither Amseco, the Company nor any of
their respective affiliates, employees, agents or
representatives makes any express or implied representation or
warranty as to the accuracy or completeness of the Confidential
Information, and each such party expressly disclaims any and all
liability that may be based on the Confidential Information,
errors therein or omissions therefrom. D Co. agrees that it is
not entitled to rely on the accuracy or completeness of the
Confidential Information.
D Co. further agrees that it will direct all inquiries and any
requests for information concerning the Company to Amseco. D
Co. further agrees not to contact any members of management or
employees of the Company without the prior consent of Amseco. D
Co. further agrees that for a period of two years from the date
hereof, it will not hire any of the employees of the Company or
its subsidiaries with whom it has contact during the period of D
Co.'s investigation of an Investment in the Company.
D Co. has informed Amseco that it is interested only in making
the Investment and is not interested in making a proposal
directly to the Special Committee of the Board of Directors of
the Company. D Co. agrees so long as Amseco is seeking to
complete an acquisition of the Company pursuant to the Merger
Agreement or otherwise it shall not (i) in any manner acquire,
agree to acquire or make any proposal to acquire any securities
of the Company, (ii) propose to enter into any business
combination involving the Company or any material portion of its
assets, (iii) make, or participate in any solicitation of
proxies to vote securities of the Company, (iv) form or join a
"group" (as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934) with respect to any voting securities of
the Company, (v) disclose any intention, plan or arrangement
inconsistent with the foregoing, or (vi) advise or encourage any
other person in connection with any of the foregoing. In the
event Amseco abandons its efforts to acquire the Company,
thereafter D Co. agrees that, without the prior written approval
of the Special Committee of the Board of Directors of the
Company (or the Board of Directors if the Special Committee does
not then exist), it will not take any action referred to in
clauses (i) - (vi) above.
It is understood and agreed that money damages would not be a
sufficient remedy for any breach of this letter agreement by D
Co. and that Amseco and the Company shall be entitled to
specific performance as a remedy for any such breach. Such
remedy shall not be deemed to be the exclusive remedy for D
Co.'s breach of this letter agreement but shall be in addition
to all other remedies available at law or equity to Amseco and
the Company.
It is further understood and agreed that no failure or delay in
exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the
exercise of any right, power or privilege hereunder.
This agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the
principles of conflict of laws thereof.
This agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which
shall constitute the same agreement.
If the foregoing reflects our agreement, kindly sign and return
this letter to us.
Sincerely,
DANAHER CORPORATION
By:/s/ George M. Sherman
George M. Sherman
President/Chief
Executive Officer
Agreed to as of the
date set forth above:
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By Its General Partners:
AMERICAN SECURITIES CAPITAL PARTNERS GP CORP.
By:/s/ Michael G. Fisch
Michael G. Fisch
President
