SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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)
May 5, 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Securities Partners, L.P. (ON BEHALF OF
CERTAIN CUSTOMERS)
______________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a)[ ]
(See ITEM 2) (b)[ ]
_____________________________________________________________
3 SEC USE ONLY
____________________________________________________________
4 SOURCE OF FUNDS*
As set forth in response to ITEM 4 by each of the
Reporting Persons
___________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
__________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
__________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
__________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 838,943
OWNED BY
__________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
_________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 838,943
WITH
___________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
838,943
__________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12
[ ]
___________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.22%
___________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
____________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
_____________________________
CUSIP No. 492653100
____________________________
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nina K. Rosenwald
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
_______________________________________________________________
3 SEC USE ONLY
_____________________________________________________________
4 SOURCE OF FUNDS*
PF
_____________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 56,702
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 345,958
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 56,702
REPORTING
_________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 345,958
WITH
_______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
402,660
_______________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12 [ ]
_______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.89%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
____________________________
CUSIP No. 492653100
____________________________
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth R. Varet
_____________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
_______________________________________________________________
3 SEC USE ONLY
_______________________________________________________________
4 SOURCE OF FUNDS*
PF
_______________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 91,890
SHARES
_________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 411,006
OWNED BY
_______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 91,890
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 411,006
WITH
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,896
_______________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12 [ ]
______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.46%
_______________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
_____________________________
CUSIP No. 492653100
____________________________
_______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. Varet
______________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
(a) [ ]
(See ITEM 2) (b) [ ]
______________________________________________________________
3 SEC USE ONLY
____________________________________________________________
4 SOURCE OF FUNDS*
PF
_____________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
______________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 7,317
SHARES
______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 8,166
OWNED BY
______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 7,317
REPORTING
_____________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 8,166
WITH
_____________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,483
______________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12
[ ]
______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.44%
______________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
_____________________________
CUSIP No. 492653100
____________________________
_______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alice R. Sigelman
_______________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
_______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 SOURCE OF FUNDS*
PF
_________________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
_______________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 34,357
SHARES
_______________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 378,483
OWNED BY
_______________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 34,357
REPORTING
_______________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 378,483
WITH
_________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,840
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12 [ ]
_______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.17%
_______________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
_____________________________
CUSIP No. 492653100
____________________________
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jesse Sigelman
____________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
____________________________________________________________
3 SEC USE ONLY
____________________________________________________________
4 SOURCE OF FUNDS*
PF
_____________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
____________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
____________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 4,621
SHARES
_____________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
_____________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 4,621
REPORTING
_____________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
_____________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,621
______________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12 [ ]
______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.13%
______________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
_____________________________
CUSIP No. 492653100
____________________________
_______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Rosenwald
____________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
_____________________________________________________________
3 SEC USE ONLY
____________________________________________________________
4 SOURCE OF FUNDS*
PF
____________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
____________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
____________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 33,972
SHARES
____________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 114,013
OWNED BY
____________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 33,972
REPORTING
____________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 114,013
WITH
____________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,985
______________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12 [ ]
______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.15%
______________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
_____________________________
CUSIP No. 492653100
____________________________
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Rosenwald Family Fund
______________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
_____________________________________________________________
3 SEC USE ONLY
____________________________________________________________
4 SOURCE OF FUNDS*
PF
____________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
____________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
____________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 111,884
SHARES
____________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
____________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 111,884
REPORTING
____________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
____________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,884
_____________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12 [ ]
_____________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.15%
_____________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_____________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
_____________________________
CUSIP No. 492653100
____________________________
____________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David P. Steinmann
______________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
_____________________________________________________________
3 SEC USE ONLY
____________________________________________________________
4 SOURCE OF FUNDS*
PF
__________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
____________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
____________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 29,968
SHARES
___________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 151,262
OWNED BY
____________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 29,968
REPORTING
____________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 151,262
WITH
____________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,230
______________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12 [ ]
______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
_______________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
_____________________________
CUSIP No. 492653100
____________________________
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Catherine Steinmann
______________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
_____________________________________________________________
3 SEC USE ONLY
____________________________________________________________
4 SOURCE OF FUNDS*
PF
____________________________________________________________
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
5 ITEMS 2(d) OR 2(e) [ ]
____________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
____________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 1,462
SHARES
____________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 4,888
OWNED BY
____________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 1,462
REPORTING
___________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 4,888
WITH
___________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,350
______________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
12
[ ]
______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.18%
______________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE
SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel Steinmann
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 1,334
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 1,334
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,334
________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joshua Steinmann
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
_______________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 1,334
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 1,334
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,334
________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jennifer Steinmann
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 1,399
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 1,399
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,399
________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J.G. Enterprises, Inc.
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
WC
___________________________________________________________
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
________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 2,962
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 2,962
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,962
________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.J.G. Foundation, Inc.
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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
________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 1,925
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 1,925
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,925
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
EP
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles D. Klein
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 57,126
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 13,471
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 57,126
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 13,471
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
70,597
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.99%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jane Parsons Klein
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 3,425
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 661
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 3,425
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 661
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,086
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.12%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Jane P. and Charles D. Klein Foundation, Inc.
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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
________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER 661
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 661
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
661
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
EP
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander G. Anagnos
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 9,593
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 10,798
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 9,593
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 10,798
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,391
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.58%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER
PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
____________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Josephine G. Anagnos
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 16,097
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 16,097
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,097
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.46%
_______________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
_______________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven Anagnos
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 3,104
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 3,104
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,104
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than .1%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
_____________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neil B. Goldstein
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 10,455
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 10,455
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
10,455
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.29%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
______________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael G. Fisch
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
__________________________________________________________
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 12,836
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 12,836
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,836
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.37%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
_____________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lewis G. Cole
_______________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
_______________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 1,200
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 309,157
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 1,200
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 309,157
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
310,357
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.56%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 492653100
_____________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hugh H. Williamson, III
________________________________________________________________
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [ ]
(See ITEM 2) (b) [ ]
________________________________________________________________
3 SEC USE ONLY
________________________________________________________________
4 SOURCE OF FUNDS*
PF
___________________________________________________________
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 84,527
SHARES
________________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER 84,527
REPORTING
________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
84,527
________________________________________________________________
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES*
[ ]
________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.36%
________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION
<PAGE>
This Amendment No. 14 amends the Schedule 13D
dated February 22, 1989, as heretofore amended (the "Schedule
13D"), filed 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.
This Amendment is being filed primarily to (i)
reflectthe substitution of American Securities Partners, L.P., a
New York limited partnership, as the successor to American
Securities Corporation, (ii) include the President and Chief
Executive Officer of Ketema as an additional Reporting Person
and (iii) report the receipt and acceptance of a written
financing commitment relating to the proposed merger transaction
referred to in Item 4 (Purpose of Transaction) of the Schedule
13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by adding
thereto the following information:
This Amendment is being filed by American Securities
Partners, L.P. (a New York limited partnership and a registered
broker dealer with a principal business address at 122 East
42nd Street, New York, New York 10168) on behalf of Hugh H.
Williamson, III and the other Reporting Persons, all of whom are
its clients. American Securities Partners, L.P. is the
successor to American Securities Corporation which was recently
reorganized and is an affiliate of American Securities, L.P., a
New York limited partnership which is indirectly owned by trusts
for the benefit of members of the family of William Rosenwald
and by its senior executives.
In addition to the Reporting Persons listed on
Schedule A to the Schedule 13D as last amended, Hugh H.
Williamson, III, the President and Chief Executive Officer of
Ketema, may now be deemed to be a Reporting Person by reason of
his joining with the other Reporting Persons as a proponent of
the Proposal relating to the merger transaction described in
Item 4 of Amendment No. 13 to the Schedule 13D (see Item 6
below). Schedule A to the Schedule 13D, as last amended, is
hereby further amended (i) by adding Hugh H. Williamson, III
thereto as a Reporting Person and (ii) by updating the present
principal occupations and employment of certain of the Reporting
Persons.
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:
On May 5, 1994, KTM Holdings received and accepted a
written commitment from The Chase Manhattan Bank, N.A. ("Chase")
to provide up to $45 million in financing which, together with
Ketema's available cash and marketable securities, would be used
to refinance Ketema's outstanding $45 million principal amount
of Senior Notes held by certain institutional investors and to
fund the merger consideration contemplated by the Proposal,
related fees and expenses and ongoing working capital needs. A
copy of the commitment letter from Chase and the Senior
Facilities Term Sheet referred to therein is attached hereto as
Exhibit (2) and incorporated herein in its entirety by
reference.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D as last amended is hereby
further amended by adding thereto the following information:
On May 5, 1994, KTM Holdings reached satisfactory
arrangements with Hugh H. Williamson, III regarding continuation
of his current operating duties as Chief Executive Officer of
Ketema and his exchange of the Debentures and Private Debentures
(as defined in Item 5 below) and options held by him for an
equity participation in KTM Holdings (see Item 6 below).
Accordingly, that condition to the Proposal has been satisfied.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D as last amended is hereby
further amended by adding thereto the following information:
In addition to the shares of Ketema Common Stock
beneficially owned by the Reporting Persons as shown on Schedule
B to the Schedule 13D as last amended, Hugh H. Williamson, III
is deemed to beneficially own an aggregate of 84,527 shares of
Common Stock (constituting approximately 2.36% of the
outstanding shares after giving effect to the conversion of
debentures and the exercise of currently exercisable stock
options held by him) consisting of: (i) 48,192 shares issuable
upon conversion of $500,000 principal amount of 8% Convertible
Subordinated Debentures due 2003 which are currently convertible
into Common Stock at a conversion price of $10.375 per share and
were issued to Mr. Williamson by Ketema in a private placement
on June 24, 1992 (the "Private Debentures"); (ii) 7,445 shares
issuable upon conversion of $116,000 principal amount of
Debentures at their current conversion price of $15.58 per
share; and (iii) 28,890 shares issuable upon exercise of
currently exercisable stock options granted under Ketema's 1988
Stock Incentive Plan at an exercise price of $10.375 per share.
Mr. Williamson holds additional options granted under the Plan,
which are not currently exercisable, for the purchase of 67,410
shares at an exercise price of $10.375 per share and 103,700
shares (together with conjunctive stock appreciation rights) at
an exercise price of $8.81875 per share.
The Reporting Persons (including Mr. Williamson)
beneficially own an aggregate of 923,470 shares of Ketema Common
Stock, constituting approximately 22.87% of the outstanding
shares after giving effect to the conversion of the Debentures
and the Private Debentures beneficially owned by them and the
exercise of currently exercisable stock options owned by Mr.
Williamson.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of the
Issuer.
Item 6 of the Schedule 13D is hereby amended to read
in its entirety as follows:
On May 5, 1994, KTM Holdings entered into a letter
agreement with Mr. Williamson regarding, among other things, (i)
his continuation as Chief Executive Officer of Ketema following
consummation of the proposed merger, (ii) his equity partici-
pation in KTM Holdings, including the grant to him of options
and restricted stock of KTM Holdings, (iii) the treatment of
outstanding Ketema stock options and stock appreciation rights
held by employees other than Mr. Williamson and the grant of
options to purchase shares of KTM Holdings common stock to
certain executive officers other than Mr. Williamson, (iv) the
composition of the Board of Directors of KTM Holdings, (v)
certain fees payable to an affiliate of American Securities
Partners, L.P. and (vi) certain compensation matters with
respect to Ketema management following consummation of the
proposed merger. A copy of the letter agreement with Mr.
Williamson, together with the exhibits thereto, is attached
hereto as Exhibit (3) and incorporated herein in its entirety by
reference.
Except for the foregoing agreement with
Mr. Williamson, the financing commitment referred to in Item 3
above, the understanding among the Reporting Persons with
respect to the Proposal as described in Item 4 of the Schedule
13D as heretofore amended and as otherwise set forth in the
Schedule 13D, the Reporting Persons have no contracts, arrange-
ments, understandings or relationships with respect to any
securities of Ketema, including but not limited to transfer or
voting of any of the securities of Ketema, finders' fees, joint
ventures, loan or option agreements, puts or calls, guarantees
of profits, divisions of profits or loss or the giving or
withholding of proxies.
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 (2) - Commitment letter, dated May 5, 1994,
from The Chase Manhattan Bank, N.A. to
KTM Holdings Corp., and the Senior
Facilities Term Sheet annexed thereto.
Exhibit (3) - Letter agreement, dated May 5, 1994,
between KTM Holdings Corp. and Hugh H.
Williamson, III and Exhibits A and B
thereto.
<PAGE>
Schedule A
<TABLE>
<CAPTION>
Business or Present Principal
Name Residential Address Occupation/Employment
<S> <C> <C>
American Securities 24th Floor Broker/Dealer (successor
Partners, L.P. 122 East 42nd Street to American Securities
(New York) New York, NY 10168 Corporation and an affiliate of American Securities,
L.P.)
Nina K. Rosenwald 24th Floor Vice President
(Daughter of William 122 East 42nd Street and Director of
Rosenwald and sister New York, NY 10168 William Rosenwald
of Elizabeth R. Varet Family Fund
and Alice R. Sigelman)
Elizabeth R. Varet 24th Floor Chairperson and
(Wife of Michael A. 122 East 42nd Street Managing Director of
Varet, daughter of New York, NY 10168 American Securities,
William Rosenwald and L.P. and a Director of
sister of Nina K. affiliated entities;
Rosenwald and Alice Vice President
R. Sigelman) and Director of William Rosenwald Family Fund; Director
of Ketema, Inc. and Ametek, Inc.
Michael A. Varet Room 2400 Attorney
(Husband of 122 East 42nd Street
Elizabeth R. Varet) New York, NY 10168
Alice R. Sigelman 24th Floor Vice President
(Wife of Jesse 122 East 42nd Street and Director of
Sigelman, daughter New York, NY 10168 William Rosenwald
of William Rosenwald Family Fund
and sister of Nina K.
Rosenwald and Elizabeth
R. Varet)
Jesse Sigelman Room 2400 Ophthalmologist
(Husband of Alice 122 East 42nd Street
R. Sigelman) New York, NY 10168
William Rosenwald 24th Floor Investor; Director and
(Father of Nina K. 122 East 42nd Street Officer of American
Rosenwald, Alice New York, NY 10168 Philanthropic Foundation
R. Sigelman and and William Rosenwald
Elizabeth R. Varet) Family Fund
William Rosenwald 24th Floor Philanthropic
Family Fund 122 East 42nd Street Foundation
(Connecticut) New York, NY 10168
David P. Steinmann 24th Floor Administrator of WR
122 East 42nd Street Family Associates;
New York, NY 10168 Managing Director of American Securities, L.P. and an
executive officer of affiliated entities; Secretary of
William Rosenwald Family Fund and American Philanthropic
Foundation; Director of Ametek, Inc.; Secretary and
Treasurer of Jane P. and Charles D. Klein Foundation,
Inc. and President, Treasurer and Director of J.J.G.
Foundation, Inc. and J.J.G. Enterprises, Inc.
Catherine Steinmann 24th Floor Vice President, Secretary
(Wife of David 122 East 42nd Street and Director of J.J.G.
P. Steinmann) New York, NY 10168 Foundation, Inc. and J.J.G. Enterprises, Inc.
Gabriel Steinmann 24th Floor Student
(Son) 122 East 42nd Street
New York, NY 10168
Joshua Steinmann 484 Litfield Place Student
(Son) Apt. E
Goleta, CA 93117
Jennifer Steinmann 24th Floor Student
(Daughter) 122 East 42nd Street
New York, NY 10168
J.J.G. Enterprises, 1185 Park Avenue Private Investment
Inc. (New York) New York, NY Corporation
J.J.G. Foundation, 24th Floor Philanthropic
Inc. (New York) 122 East 42nd Street Foundation
New York, NY 10168
Charles D. Klein 24th Floor Financial Advisor with WR
122 East 42nd Street Family Associates;
New York, NY 10168 Managing Director of American Securities, L.P. and an
executive officer of affiliated entities; Director of
Ketema, Inc., Ametek, Inc. and Jane P. and Charles Klein
Foundation, Inc.
Jane P. Klein 24th Floor Director of Jane P. and
(Wife of Charles 122 East 42nd Street Charles D. Klein
D. Klein) New York, NY 10168 Foundation, Inc. and Investor
Jane P. and Charles D. 24th Floor Philanthropic Foundation
Klein Foundation, Inc. 122 East 42nd Street
New York, NY 10168
Alexander G. Anagnos 24th Floor Financial Advisor with
122 East 42nd Street WR Family Associates;
New York, NY 10168 Executive Director of American Securities, L.P. and a
Director of an affiliated entity; Director of Ketema,
Inc. and Eastover Corp.; Treasurer and Director of the
Mary George Foundation, Inc.
Josephine Anagnos 24th Floor Investor and President of
(Wife of Alexander 122 East 42nd Street The Mary George Foundation,
G. Anagnos) New York, NY 10168 Inc.
Steven Anagnos 24th Floor Restaurant Owner and Vice
(Son) 122 East 42nd Street President and Director of
New York, NY 10168 The Mary George Foundation, Inc.
Neil B. Goldstein 24th Floor Managing Director of
122 East 42nd Street American Securities, L.P.
New York, NY 10168 and executive officer of affiliated entities
Michael G. Fisch 24th Floor Financial Advisor with
122 East 42nd Street WR Family Associates;
New York, NY 10168 Managing Director of American Securities, L.P. and
executive officer of affiliated entities
Lewis G. Cole Stroock & Stroock Partner of Stroock & Stroock &
& Lavan Lavan; Director of Ametek,
7 Hanover Square Inc., American Philanthropic
New York, NY 10004 Foundation, William Rosenwald Family Fund and Oak Hall
Capital Advisors GP Corp. (an affiliate of American
Securities, L.P.)
Hugh H. Willamson, III Ketema, Inc. President and Chief Executive
Suite 600 Officer and a Director of
501 S. Cherry Street Ketema, Inc.
Denver, CO 80222
</TABLE>
<PAGE>
The undersigned hereby agrees that American
Securities Partners, L.P. has authority to sign and file Schedule
13D and amendments thereto with respect to Ketema, Inc. common
stock on his behalf.
/s/ Hugh H. Williamson, III
Hugh H. Williamson, III
<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
<PAGE>
Exhibit (2)
The Chase Manhattan Bank, N.A.
1 Chase Manhattan Plaza
New York, New York 10081
May 5, 1994
KTM Holdings Corp.
c/o American Securities Capital Partners, L.P.
122 East 42nd Street
24th Floor
New York, NY 10168-0002
Attention: Mr. Michael G. Fisch
Re: Acquisition Financing for: Ketema, Inc.
Ladies and Gentlemen:
You have advised The Chase Manhattan Bank, N.A. (the "Bank";
together with its affiliates, "Chase")
that affiliates of American Securities Capital Partners, L.P.
("Amseco") propose to acquire (the
"Acquisition") Ketema, Inc. ("Ketema") through a transaction in
which a wholly-owned subsidiary (the
"Borrower") of KTM Holdings Corp. ("KTM"), a special purpose
corporation wholly-owned by affiliates
of Amseco, would be merged with and into Ketema, Inc. (the
"Merger"). Following the Merger, KTM
will own 100% of the capital stock of Ketema.
You have requested that senior acquisition financing of up to
$45,000,000 ("Senior Facilities") be
made available to the Borrower to provide financing for the
Acquisition and certain related purposes.
The Bank is pleased to commit to provide the full amount of the
Senior Facilities, all subject to the
terms and conditions set forth herein, in the Senior Facilities
Term Sheet annexed hereto and in the
letter of even date herewith addressed by Chase to you relating
to certain fees (the "Fee Letter").
Chase reserves the right to syndicate all or a portion of the
Senior Facilities to a group of banks
and/or other financial institutions acceptable to Chase
(including the Bank, the "Lenders") and to you
(with your consent not to be unreasonably withheld). As
reflected in the Senior Facilities Term Sheet,
Chase reserves the right to structure the Term Loan Facility
portion of the Senior Facilities as a single
tranche term loan or as a two tranche term loan facility. The
terms of the Senior Facilities will differ,
as reflected in the Senior Facilities Term Sheet, depending on
which structure Chase selects.
Chase may terminate its obligations under the preceding
paragraph to arrange and provide the
Senior Facilities if: (i) the terms of the proposed transaction
described herein are changed in any
respect reasonably determined by Chase to be material, (ii) any
information submitted to Chase is
inaccurate, incomplete or misleading in any respect reasonably
determined by Chase to be material,
(iii) any change occurs, or any additional information is
disclosed to or discovered by Chase, which
Chase deems materially adverse in respect of the Borrower's or
Ketema's condition (financial or
otherwise), business, operations, results of operations, assets,
nature of assets or liabilities, (iv) any
of the fees provided for in the Fee Letter are not paid or
delivered when due, (v) a material adverse
change has occurred in the financial markets generally after the
date of delivery of this letter or (vi)
at the time of the syndication of the Senior Facilities, the
loan syndication market is not clear of
competing transactions sponsored by, or on behalf of, Ketema or
Amseco.
By the acceptance below by each of KTM and Amseco, each of KTM
and Amseco hereby jointly and
severally agrees to indemnify and hold harmless each of Chase
and the other Lenders and each
director, officer, employee agent and affiliate thereof (each,
an "indemnified person") from and against
any and all losses, claims, damages, liabilities (or actions or
other proceedings commenced or
threatened in respect thereof) and expenses that arise out of,
result from or in any way relate to this
letter, the Senior Facilities Term Sheet or the Fee Letter, the
Acquisition or the other transactions
contemplated hereby or the syndication of the Senior Facilities,
and to reimburse each indemnified
person, upon its demand, for any legal or other expenses
incurred in connection with investigating,
defending or participating in any such action or other
proceeding (whether or not such indemnified
person is a party to any action or proceeding out of which any
such expenses arise), other than any
of the foregoing claimed by any indemnified person to the extent
determined by final judgment of a
court of competent jurisdiction to have been incurred by reason
of the gross negligence or willful
misconduct of such person. Neither Chase nor any other Lender
shall be responsible or liable to
the Borrower, KTM, Amseco, Ketema, or any other person for any
consequential damages which
may be alleged as a result of this letter or any other
transaction referred to herein. In addition, each
of KTM and Amseco hereby agrees to reimburse Chase from time to
time upon demand for Chase's
reasonable out-of-pocket costs and expenses (including, without
limitation, legal fees and expenses,
appraisal and audit fees, and printing, reproduction and
document delivery costs) incurred in
connection with the syndication of the Senior Facilities and the
preparation, review, negotiation,
execution and delivery of this letter, the Senior Facilities
Term Sheet, the Fee Letter, the definitive
financing agreements and the other documents relating to the
Senior Facilities and / or the
Acquisition. The obligations of KTM and Amseco under this
paragraph shall survive any termination
of this letter and shall be effective regardless of whether the
definitive financing agreements are
executed, provided that the obligations of Amseco under this
paragraph shall terminate on the date
of the incurrence of the initial loans under the Senior
Facilities.
This letter is delivered to you upon the condition that, prior
to your acceptance of this offer, neither
the existence of this letter, the Senior Facilities Term Sheet
nor any of their contents shall be
disclosed by you except (i) as may be compelled to be disclosed
in a judicial or administrative
proceeding or as otherwise required by law and (ii) on a
confidential and "need to know" basis, to
your directors, officers, employees, advisors and agents. In no
event shall you show the Fee Letter
or its contents thereof to anyone except (i) as may be compelled
to be disclosed in a judicial or
administrative proceeding or as otherwise required by law and
(ii) on a confidential and "need to
know" basis, to your directors, officers, employees, advisors
and agents.
In accordance with market practice, an Information Package
containing certain relevant information
about the Borrower, KTM, Amseco, and Ketema will be provided, on
a strictly confidential basis, to
potential Lenders and participants consented to by you (such
consent not to be unreasonably
withheld). Chase shall be pleased to assist in the preparation
by you of such a package. You agree
to cooperate, and to cause the management of Ketema to
cooperate, with Chase in effecting the
syndication of the Senior Facilities (including participating in
a reasonable number of meetings with
potential Lenders and participants).
You acknowledge that Chase may be providing debt financing,
equity capital or other services
(including financial advisory services) to other companies in
respect of which you or your affiliates
may have conflicting interests. Chase will not use confidential
information obtained from you or any
of your affiliates by virtue of the transactions contemplated by
this letter or their other relationships
with you and your affiliates in connection with the engagements
of Chase with other companies, and
Chase will not furnish any such information to such other
companies. You also acknowledge that
Chase has no obligation to use in connection with the
transactions contemplated by this letter, or to
furnish to you or any of your affiliates, confidential
information obtained from other companies.
Chase shall have the right to review and approve all public
announcements and filings relating to the
Acquisition which refer to Chase or the other Lenders by name
before they are made, subject to
KTM's obligation to make prompt public announcements and filings
under applicable securities laws.
You acknowledge that Chase may share with any of its affiliates
(including Chase Securities, Inc.) any
information relating to KTM, Amseco, the Borrower, Ketema, or
any of Ketema's subsidiaries and
affiliates or the contemplated transactions. The provisions of
this paragraph shall survive any
termination of this letter.
Chase's offer set forth in this letter will terminate at 5:00
p.m. on May 5, 1994, unless you and
Amseco accept this letter and the Fee Letter at or prior to that
time by (i) signing and returning to
Chase counterparts of this letter and the Fee Letter and (ii)
paying to Chase the Engagement Fee
referred to in the Fee Letter. Chase's commitment under this
letter, if accepted by you, will in any
event terminate at 5:00 p.m. on October 31, 1994, if the initial
borrowing under the Senior Facilities
shall not have occurred on or prior to such date, provided that
if such initial borrowing has not
occurred by such time but by such time Ketema has mailed
definitive proxy materials in respect of
the Merger to its stockholders, then the time at which Chase's
commitment under this letter shall
terminate unless such initial borrowing shall have occurred
shall be extended automatically to 5:00
p.m. on November 30, 1994 (the date on which Chase's commitment
shall terminate pursuant to this
sentence, the "Commitment Expiration Date").
This letter and the Fee Letter may be executed in any number of
counterparts, each of which shall
be an original and all of which, when taken together, shall
constitute one agreement, and this letter,
the Senior Facilities Term Sheet and the Fee Letter may not be
assigned by you without the prior
written consent of Chase and may not be amended or any provision
hereof or thereof waived or
modified except by an instrument in writing signed by each of
the parties
hereto. This letter, the Senior Facilities Term Sheet and the
Fee Letter shall be governed by and
construed in accordance with the law of the State of New York.
We look forward to working with you to complete this
transaction.
Very truly yours,
THE CHASE MANHATTAN BANK, N.A.
By: /s/ Edward McNulty
Name: Edward McNulty
Title: Managing Director
DATE: May 5, 1994
AGREED TO AND ACCEPTED:
KTM HOLDINGS CORP.
By: /s/ Michael G. Fisch
Name: Michael G. Fisch
Title: Vice President
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By: AMERICAN SECURITIES CAPITAL PARTNERS GP CORP.,
as General Partner
By: /s/ Michael G. Fisch
Name: Michael G. Fisch
Title: President
<PAGE>
KETEMA, INC.
SENIOR FACILITIES TERM SHEET
(Capitalized terms used herein and not
defined herein have the meanings set forth
in the letter (the "Commitment Letter") to
which this Senior Facilities Term Sheet is annexed)
Borrower: Prior to the Merger, a newly-formed, wholly-
owned subsidiary of KTM; after the Merger,
Ketema, as the surviving corporation of the
Merger.
Agent: The Chase Manhattan Bank, N.A.
Purpose: To provide part of the financing required to
consummate the Acquisition, to refinance
certain existing indebtedness of Ketema, to
pay related fees, commissions and expenses,
and to finance the ongoing working capital
requirements of the Borrower and its
subsidiaries.
Types and Amounts
of Senior Facilities:
Term Loan Facility:
A. Single Term Loan Facility:
$25,000,000 term loan facility, subject
to reductions as set forth below.
OR
B. Two Tranche Term Loan Facility:
Term Loan A: $15,000,000 term loan
facility, subject to reductions as set
forth below.
Term Loan B: $10,000,000 term loan
facility, subject to reductions as set
forth below.
Revolving Credit Facility:
$20,000,000 revolving credit facility, with
a $5,000,000 sub-limit for letters of
credit.
Closing Date: The date of the initial borrowing under
the Senior Facilities, which shall occur
on or before the Commitment Expiration
Date.
Final Maturity: Term Loan Facility:
A. Single Term Loan Facility: 7 years from
the Closing Date.
B. Two Tranche Term Loan Facility:
Term Loan A: 5 years from the Closing
Date.
Term Loan B: 7 years from the Closing
Date.
Revolving Credit Facility: 5 years from the
Closing Date.
Amortization: Term Loan Facility: The term loans
shall be repaid in a schedule to be
mutually agreed upon.
Revolving Credit Facility: The revolving
credit loans shall be repaid in full at
final maturity.
Availability: Term Loan Facility: A single drawing
may be made on the Closing Date, the
proceeds of which will be applied to
finance the costs of the Acquisition
payable on the Closing Date.
Revolving Credit Facility: Drawings may be
made at any time from the Closing Date to
but excluding the Final Maturity of the
Revolving Credit Facility, except that the
Term Loan Facility must be fully utilized
before any drawings may be made under this
Facility. At no time shall the sum of the
aggregate principal amount of loans
outstanding under the Revolving Credit
Facility plus the aggregate amount of
letter of credit exposure (such sum being
the "Total Utilization of Revolving Credit
Facility") exceed the lesser of (i) the
Revolving Credit Facility or (ii) the
Borrowing Base referred to below, in each
case as then in effect.
Borrowing Base: An amount equal to 85% of Eligible
Accounts Receivable (to be defined in a
manner satisfactory to Agent and the
Borrower) plus 50% of Eligible Inventory
(to be defined in a manner satisfactory
to Agent and the Borrower). Borrowing
Base advance rate percentages are
subject to review by Agent upon receipt
of the collateral review referred to
below.
Interest: Base Rate and at the Borrower's option from
the 90th day after the closing date, LIBOR
loans will be available, as follows:
A. Base Rate Option
Interest shall be at the Base Rate of the
Agent plus the applicable interest margin,
calculated on the basis of the actual
number of days elapsed in a year of 360
days, payable quarterly in arrears. The
Base Rate is defined as the higher of the
Federal Funds Rate, as published by the
Federal Reserve Bank of New York, plus 1/2
of 1%, or the prime commercial lending rate
of the Agent, as announced from time to
time at its head office.
Base Rate drawings shall require one
business day's prior notice and shall be in
minimum amounts of $500,000 and incremental
multiples of $100,000.
B. LIBOR
Interest shall be determined for periods
("Interest Periods") of one, two (in each
case subject to availability to each
Lender) three or six months (as selected by
the Borrower) and shall be at an annual
rate equal to the London Interbank Offered
Rate ("LIBOR") for the corresponding
deposits of U.S. Dollars plus the
appropriate interest margin. LIBOR will be
determined by the Reference Lenders at the
start of each Interest Period. Interest
will be paid at the end of each Interest
Period or quarterly, whichever is earlier,
and will be calculated on the basis of the
actual number of days elapsed in a year of
360 days. LIBOR will be adjusted for
maximum statutory Regulation D reserve
requirements (if any). LIBOR drawings
shall require three business days' prior
notice and shall be in minimum amounts of
$1,000,000 and incremental multiples of
$250,000.
Reference Lenders:
A representative sample of mutually acceptable
Lenders will be selected as Reference Lenders to
establish LIBOR.
Interest Margins: The applicable interest margins shall be
as follows:
A. With Single Term Loan Facility
Base Rate LIBOR
Loans Loans
Term Loan Facility 1.75% 3.00%
Revolving Credit
Facility 1.50% 2.75%
B. With Two Tranche Term Loan Facility
Base Rate LIBOR
Loans Loans
Term Loan A 1.50% 2.75%
Term Loan B 2.00% 3.25%
Revolving Credit
Facility 1.50% 2.75%
Default Interest: Interest on any amount payable under
the Senior Facilities which is not paid
when due will accrue at a rate which is
2% per annum in excess of the Base Rate
plus the applicable interest margin or,
if higher, 2% in excess of the interest
rate otherwise applicable to such
amount.
Letter of Credit
Fees: 2.50% per annum in the case of standby
letters of credit and 1.50% per annum
in the case of commercial letters of
credit, in each case for the account of
each Lender plus a 1/4% fronting fee
per annum for the account of Chase, in
each case, on the aggregate amount
available for drawing under all letters
of credit and calculated on the basis
of a 360 day year, plus customary
administrative fees.
Commitment Fees: Commitment fees to the date of the
execution of the Credit Agreement shall be
payable in accordance with the Fee Letter.
Commitment fees of 1/2 of 1% per annum on
the unused amounts of the commitments
under the Senior Facilities shall be
payable to the Agent, for the account of
the Lenders, from and after the date of
the execution of the Credit Agreement.
Accrued commitment fees will be payable
quarterly in arrears (calculated on a 360
day basis).
Mandatory
Prepayments: An amount equal to (i) 100% of the net
after-tax proceeds received from the sale
or disposition of all or any part of the
assets of the Borrower or any of its
subsidiaries (other than in the ordinary
course of business or for a consideration
not to exceed an amount to be agreed upon
in any fiscal year of the Borrower, and in
the aggregate, an amount to be agreed
upon), (ii) 100% of the net proceeds
received from the issuance of debt or
equity by the Borrower or any of its
subsidiaries after the Closing Date, (iii)
100% of all insurance recoveries (other
than key-man life insurance recoveries
used to locate and compensate a
replacement executive) not promptly
applied toward repair or replacement of
the damaged property, (iv) 100% of the net
proceeds received from the reversion of
pension plans, and (v) for each fiscal
year of the Borrower commencing with the
Closing Date, 75% of Excess Cash Flow (to
be defined in a manner satisfactory to the
Agent and the Borrower) of the Borrower
and its subsidiaries, computed on the
basis of its audited annual financial
statements, shall be applied to repay
without penalty or premium (except for
LIBOR breakage costs, if any): first,
outstanding loans under the Term Loan
Facility pro rata among the remaining
scheduled amortization installments
thereof (and, if a two tranche Term Loan
Facility structure is used, pro rata to
Term Loan A and Term Loan B), and, second,
outstanding loans or to provide cash
collateral for letter of credit exposure
(to reduce permanently commitments) under
the Revolving Credit Facility.
Notwithstanding the foregoing, (i) if a
portion of the net after-tax proceeds of
any asset sale are attributable to a sale
of inventory and/or receivables, an amount
of such proceeds equal to the value of
such inventory and/or receivables
reflected in the Borrowing Base
immediately prior to such asset sale may,
at the Borrower's option, be applied as a
mandatory prepayment of Revolving Loans
(with no corresponding reduction to the
commitments under the Revolving Credit
Facility) rather than as specified above
and (ii) on and after the first date on
which the ratio of (x) total funded debt
of the Borrower and its subsidiaries to
(y) EBITDA of the Borrower and its
subsidiaries for the then most recently
ended period of four consecutive fiscal
quarters is less than 2.75 to 1 (in the
case of both of clauses (x) and (y),
calculated on a pro forma basis as if all
assets theretofore sold, and all debt
repaid as a result of such asset sales,
had been sold and repaid prior to the
beginning of such four consecutive fiscal
quarter period), then, with respect to any
asset sale yielding net after-tax proceeds
of $1,000,000 or more, the net after-tax
proceeds of such asset sale otherwise
applicable as set forth above shall be
applied as follows: (1) 25% of such net
after-tax proceeds shall be applied as set
forth above and (2) 75% of such net after-
tax proceeds shall be applied as a
prepayment of the Revolving Loans (with no
corresponding reduction to the commitments
under the Revolving Credit Facility but
with a corresponding block on availability
under the Revolving Credit Facility until
such time as such amount is used to
consummate an acquisition), provided that
(A) if immediately prior to any such asset
sale the lesser of (I) the total
commitment under the Revolving Credit
Facility and (II) the Borrowing Base,
minus the sum of (X) outstanding Revolving
Loans, (Y) outstanding letters of credit
and (Z) the blocked portion of the
Revolving Credit Facility, if any, is less
than $5,000,000 (or such lesser amount as
the Borrower and Requisite Lenders shall
mutually agree), then 100% of such net
after-tax proceeds shall be applied as set
forth in the first sentence above and (B)
if the net after-tax proceeds otherwise
applicable pursuant to clause (2) above
exceed the Revolving Loans outstanding at
such time, then the excess shall be
applied as set forth in the first sentence
above. Finally, mandatory prepayments of
Revolving Loans shall also be required to
maintain compliance with the Borrowing
Base.
Voluntary
Prepayments: Permitted in whole or in part, with prior
notice but without premium or penalty,
subject to limitations as to minimum
amounts of prepayments. Partial
prepayments of loans under the Term Loan
facility shall be applied to reduce future
amortization payments on a pro-rata basis.
Security: The Senior Facilities and any interest
rate protection required below provided by
a Lender will be secured by (i) perfected
first priority pledges of the stock of
Borrower and all of the direct and
indirect subsidiaries of the Borrower and
(ii) security interests in and liens upon
(except as otherwise agreed by the Agent)
substantially all other assets now or
hereafter owned by the Borrower or such
subsidiaries, including, but not limited
to, all accounts receivable, inventory,
general intangibles and real property of
the Borrower, and such subsidiaries.
Guarantees: The Senior Facilities and any interest
rate protection required below provided by
a Lender will be guaranteed, on a joint
and several basis, by KTM and all of the
direct and indirect subsidiaries of
Borrower. Such guarantees will provide
for a complete waiver by the guarantors
thereunder of any rights to subrogation,
reimbursement or indemnification, and
(except as otherwise agreed by the Agent)
will be secured by substantially all
assets owned by such guarantors.
Documentation: The Senior Facilities will be subject to
the negotiation, execution and delivery of
a definitive credit agreement (including
schedules, exhibits and ancillary
documentation) and related security
agreements, guarantees and other
supporting documentation satisfactory to
the Lenders and the Borrower. Such credit
agreement will contain representations and
warranties, funding and yield protection
provisions (including, without limitation,
a requirement for compensation for the
cost of compliance by the Lenders with
capital adequacy and similar
requirements), conditions precedent,
covenants, events of default and other
provisions determined by the Lenders to be
appropriate and customary for transactions
of this type, including (without
limitation) the following:
A. Conditions
Precedent: Conditions precedent to the initial
borrowings under the Senior Facilities
will include (without limitation):
(i) The Lenders review of and
satisfaction with (a) the final
terms and conditions of, and the
documentation relating to, the
Acquisition and the other
transactions contemplated hereby,
(b) the ownership, capital,
corporate, organizational and legal
structure of the Borrower, its
parent and its subsidiaries, and
any options, warrants or other
securities issued in connection
with the Acquisition, (c) the
Borrower's tax assumptions relating
to the Acquisition, and (d) the
Borrower's material contracts.
(ii) The Lenders' receipt of and review
of and satisfaction with any
requested projected, historical
and/or pro forma financial
statements reflecting the
forecasted or historical financial
condition, income and expenses of
Borrower and its subsidiaries,
before or after giving effect to
the Acquisition, the borrowings
under the Senior Facilities, and
the other transactions contemplated
hereby; and there shall have
occurred no material adverse change
in the condition (financial or
otherwise), business, operations,
results of operations, assets,
nature of assets or liabilities of
the Borrower and its subsidiaries.
(iii) Prior to the initial borrowing
under the Senior Facilities, the
Borrower shall have received
contributions of at least
$15,000,000 consisting of (w)
Ketema common stock (valued on the
basis of the price per share of
Ketema common stock paid in the
Acquisition), (x) Ketema
convertible debentures (valued at
their redemption price, 103% of
face), (y) Ketema convertible
preferred stock (valued as set
forth in clause (x) above as if the
conversion of debentures into
preferred stock had not occurred)
and/or (z) cash, in each case on
terms and conditions satisfactory
to the Agent.
(iv) The Agent's satisfaction that the
aggregate amount of the funds
available to the Borrower in the
form of equity contributions and
the Senior Facilities shall be
sufficient to consummate the
Acquisition, pay all fees,
commissions and expenses payable in
connection with the Acquisition and
the other transactions contemplated
hereby, which fees, commissions and
expenses shall not exceed
$4,000,000 without the Agent's
consent.
(v) Immediately after the Closing Date
the sum of the amount of cash held
by the Borrower and the amount the
Borrower is permitted to borrow
under the Revolving Credit
Facility, subject to the Borrowing
Base, shall equal or exceed
$5,000,000.
(vi) All conditions to the Borrower's
obligations under the Merger
Agreement shall have been met or
waived with the concurrence of the
Agent.
(vii) The Agent's review of and
satisfaction with, at the option of
the Agent either a certificate of
an appropriate officer of the
Borrower or an opinion of an
independent appraiser, in either
case supporting the conclusions
that, after giving effect to the
Acquisition, the borrowings under
the Senior Facilities and the other
transactions contemplated hereby,
none of the entities liable to the
Lenders is insolvent or will be
rendered insolvent thereby, will be
left with unreasonably small
capital with which to engage in its
business or will have incurred
debts beyond its ability to pay
such debts as they mature, in each
case by a margin satisfactory to
the Agent.
(viii) The Agent's satisfaction that (1)
the borrowings under the Senior
Facilities and other funding for
the Acquisition shall be in full
compliance with all legal
requirements, including (without
limitation) Regulations G, T, U and
X of the Board of Governors of the
Federal Reserve System and (2) all
necessary governmental and third
party approvals in connection with
such borrowings and the Acquisition
shall have been obtained and remain
in effect.
(ix) Evidence satisfactory to the Agent
of compliance with all applicable
U.S. federal, state and local laws
and regulations, including all
applicable environmental laws and
regulations.
(x) The Lender's review of and
satisfaction with an environmental
risk assessment (including the
potential levels of environmental
liability set forth therein) from
Clayton Environmental with respect
to Borrower and its subsidiaries.
(xi) The Agent's review of and
satisfaction with favorable written
opinions of counsel as to the
Acquisition, the definitive
documentation related to the Senior
Facilities, and the other
transactions contemplated hereby.
(xii) No litigation by any entity
(private or governmental) shall be
pending or threatened (i) with
respect to the Senior Facilities or
any other documentation executed in
connection herewith or therewith or
the transactions contemplated
hereby (including, without
limitation, the Acquisition) or
(ii) which the Agent shall
reasonably determine could have a
materially adverse effect on the
business, property, assets, natures
of assets, liabilities, condition
(financial or otherwise),
operations or results of operations
of the Borrower after giving effect
to the Acquisition.
(xiii) The Agent's review of and
satisfaction with the insurance
program of the Borrower and its
subsidiaries.
(xiv) The Agent, for the benefit of
Lenders, shall have a perfected
security interest in all assets as
required above under the heading
"Security".
(xv) All costs, fees, expenses
(including, without limitation,
legal fees and expenses) and other
compensation payable to the Lenders
or the Agent shall have been paid
to the extent due.
(xvi) The Agent's reasonable satisfaction
with all material agreements
(including without limitation all
collective bargaining agreements)
covering, and all employee savings,
retirement and benefit plans
relating to the employees of the
Borrower and its subsidiaries.
(xvii) The Agent's review of and
satisfaction with an audit of the
accounts receivable and inventory
of the Borrower and its
subsidiaries to be conducted by a
person or persons, and in form and
substance, satisfactory to the
Agent. The Agent shall have
received a Borrowing Base
Certificate prepared as of a recent
date prior to the Closing Date, in
form acceptable to the Agent.
(xviii) The Agent's satisfaction with
appraisal(s) of Borrower's and its
subsidiaries' real estate,
machinery and equipment.
(xix) The Agent's review of and
satisfaction with employment and
other arrangements between Borrower
and its subsidiaries and certain
key personnel.
(xx) The per share purchase price of the
Acquisition shall in no case exceed
$13.125.
The conditions to the funding of each subsequent
extension of credit under the Senior Facilities
shall include all conditions which, in the opinion
of the Agent are appropriate and customary for this
type of transaction, including, without limitation,
the absence of a material adverse change of any
type, the absence of a default or unmatured default
and the continued accuracy of representations and
warranties.
B. Covenants: Will include (without limitation):
(i) Financial and other information:
certified (by the Borrower's Chief
Financial Officer) monthly, and
audited annual financial
statements, monthly Borrowing Base
reports, and such other reports and
compliance certificates as the
Agent shall specify.
(ii) Limitation on dispositions of
assets and changes of business.
(iii) Limitations on mergers and
acquisitions.
(iv) Limitation on capital expenditures.
(v) Limitations on dividends and other
restricted payments.
(vi) Limitation on indebtedness
(including guarantees and other
contingent obligations).
(vii) Limitation on loans and
investments.
(viii) Negative pledge.
(ix) Limitation on transactions with
affiliates.
(x) Certain financial covenants
including, without limitation,
covenants with respect to working
capital, leverage, net worth,
interest coverage and fixed charge
coverage.
(xi) An interest rate protection program
acceptable to the Agent shall be in
place not later than 30 days after
the Closing Date (currently
anticipated to cover $20,000,000 of
debt for a period of three years).
(xii) No modifications of Acquisition
agreements, charter documents of
the Borrower and its subsidiaries
and other material documents to be
mutually agreed upon (if any)
without the consent of the
Requisite Lenders.
(xiii) Maintenance of adequate insurance
coverage.
(xiv) Material compliance with all
applicable laws and regulations,
including, without limitation,
environmental matters, taxation and
ERISA.
(xv) Consummation of the Merger
immediately following the initial
borrowing under the Senior
Facilities, and in any event on the
Closing Date.
C. Events of Default: Will include (without limitation)
nonpayment, misrepresentation,
breach of covenant, cross-defaults,
bankruptcy, ERISA, judgements and
change of ownership or control.
Assignments and
Participation: Each Lender may assign all or a portion
of its loans and commitments under the
Senior Facilities (which shall not have
to be pro rata among the Senior
Facilities), or sell participations
therein, to another person or persons
(with notice to the Agent and the
Borrower in the case of participations
and with the consent of the Agent and the
Borrower in the case of assignments, such
consent not to be unreasonably withheld)
provided that (i) each such assignment
shall be in a minimum amount equal to
$5,000,000 and shall be subject to
certain conditions and (ii) no purchaser
of a participation shall have the right
to exercise or cause the selling Lender
to exercise voting rights in respect of
the Senior Facilities (except as to
certain basic issues).
Expenses and
Indemnification: As specified in the Commitment Letter
(with appropriate additions and other
modifications for inclusion in the
definitive financing agreements).
Requisite Lenders: Lenders holding 66-2/3% of total
commitments or exposure under the
Senior Facilities.
Governing Law: The law of the State of New York. Each
party to the credit documentation will
waive the right to trial by jury.
Agent's
New York Counsel: White & Case.
<PAGE>
Exhibit (3)
KTM Holdings Corp.
c/o American Securities Capital Partners, L.P.
122 East 42nd Street
New York, New York 10168
May 5, 1994
Mr. Hugh H. Williamson, III
Ketema, Inc.
Suite 600
One Cherry Center
501 South Cherry Street
Denver, Colorado 80222
Dear Hugh:
Reference is made to the proposal made by KTM Holdings
Corp. ("KTM") for the merger (the "Merger") of a subsidiary of
KTM with and into Ketema, Inc. ("Ketema") as set forth in KTM's
letter dated April 28, 1994 (the "Merger Proposal") to the Board
of Directors of Ketema. KTM's Merger Proposal is subject to,
among other things, KTM reaching satisfactory arrangements for
your continued services as Chief Executive Officer of Ketema
following the Merger. This letter sets forth such arrangements
and certain compensation matters and the treatment of existing
Ketema stock options and stock appreciation rights for you and
other key executives of Ketema. All of the obligations of KTM
contained in this letter are subject to the consummation of the
Merger.
A. Options and Equity Interests in KTM.
1. Outstanding Ketema stock options and stock
appreciation rights held by employees other than the Chief
Executive Officer will be vested and cashed out, as though the
options and stock appreciation rights were exercised, based on
the per share purchase price that will be paid to all other
Ketema stockholders in connection with the Merger.
2. Non-qualified options to purchase shares of KTM
common stock will be granted to the Chief Financial Officer,
Vice President-Human Resources and Controller, representing
1.8%, 1.2% and .9%, respectively, of the outstanding stock of
KTM on a fully diluted basis. The term of each option will be
ten years. Each option will become exercisable (i.e., vested)
on the seventh anniversary of the date of grant; however, the
options will have accelerated vesting provisions if certain pre-
determined earnings and/or debt reduction goals are met. Annual
and cumulative goals will be established. If the goals are met,
up to 20% of the shares subject to the option will become vested
on or after each of the first, second, third, fourth and fifth
fiscal years following consummation of the Merger. In the event
of an involuntary termination of employment other than for
"cause" (as defined in the form of Non-Qualified Stock Option
Agreement referred to below), the option shall vest and become
exercisable as to the lesser of an additional 25% of the shares
subject to the option or all of the then unvested portion of the
option. Each option will expire on the earliest of the expira-
tion of its term, one year after the optionee's death, disa-
bility or retirement, or three months after the optionee's
termination of employment for any other reason, except that in
the event of an involuntary termination of employment for
"cause," the option will terminate immediately. As a condition
to exercising the option, the optionee will be required to
execute a Stockholders' Agreement with KTM and other stock-
holders (in the same form as the agreement referred to in
paragraph 7 below). The Non-Qualified Stock Option Agreement
which will be utilized will be substantially in the form
attached hereto as Exhibit A, with such changes therein as are
mutually agreed to by you and KTM.
3. Subject to compliance with applicable securities
laws (including state blue sky laws), officers (other than the
Chief Executive Officer) and General Managers will be offered
the opportunity to invest in KTM equity securities at the same
per share purchase price as other KTM stockholders. A maximum
of 5% of the outstanding shares, in the aggregate, may be
purchased pursuant to this paragraph.
4. KTM non-qualified stock options will be issued to
you, as Chief Executive Officer, in substitution for your
outstanding Ketema stock options and stock appreciation rights.
Your options will cover the same unit of KTM equity securities
as are issued to members of the American Securities Group as
referred to and described in paragraph 5 below. The exercise
price of the KTM options will be such that the aggregate spread
between the value of the KTM equity securities covered by the
options (based on the per share purchase price paid by the other
KTM stockholders) and the aggregate exercise price of the
options will equal the aggregate spread of your existing Ketema
ISO's and non-qualified options and SAR's based on the cash per
share price paid to the public stockholders of Ketema in the
Merger. The KTM options will otherwise be on the same terms and
conditions as the form of Non-Qualified Stock Option Agreement
attached hereto as Exhibit A (modified to cover units of KTM
equity securities as contemplated in paragraph 5 below), with
such changes therein as are mutually agreed to by you and KTM.
5. Your existing public convertible debentures (or
Ketema common or convertible preferred shares issued upon
conversion thereof) are to be contributed to the capital of KTM
in exchange for shares of KTM equity securities on the same
basis as the debentures (or Ketema common or convertible
preferred shares issued upon conversion thereof) contributed by
members of the American Securities Group referred to in the
Merger Proposal (the "Schedule 13D Group"). Your private
convertible debentures (or shares of Ketema common stock issued
upon conversion thereof) also will be contributed for KTM equity
securities on the same basis, but based on their lower
conversion price. It is contemplated that KTM will issue a unit
of Common Stock and Preferred Stock to you and the members of
the American Securities Group in exchange for the Ketema
securities so contributed to the capital of KTM with the
Preferred Stock representing approximately two-thirds of the
value of each unit.
6. A restricted stock award for such units of KTM
equity securities having a value of $600,000 will be granted to
you, as Chief Executive Officer. The par value of the stock
(i.e., $.01 per share) will have to be paid by you. Thirty
percent of the shares will become vested on the first
anniversary of the date of their issuance and an additional 10%
of the shares will become vested on each annual anniversary date
thereafter, with full vesting occurring on the anniversary date
in 2002. In the event of any termination of employment (other
than involuntary termination by the Company other than for
"cause"), all restricted stock not previously vested will be
forfeited and the amount paid by you will be returned. The
Restricted Stock Agreement which will be utilized will be
substantially in the form attached hereto as Exhibit B (modified
to reflect the issuance of units of KTM equity securities as
contemplated in paragraph 5 above), with such changes therein as
are mutually agreed to by you and KTM. The grant of restricted
stock will be in lieu of any supplemental retirement benefit.
7. You and any purchasers of KTM equity securities
pursuant to paragraph 3 above will enter into a Stockholders'
Agreement with KTM, in a form to be mutually agreed upon by you
and KTM and attached as Annex II to the Non-Qualified Stock
Option Agreement attached as Exhibit A hereto, providing for
customary restrictions on sales or transfers of shares, rights
of first refusal on sales, piggy-back registration rights, and
rights of KTM or other stockholders to purchase shares held by
employees upon termination of employment.
B. Board of Directors
1. The Board of Directors of KTM will consist of
four members, one of which will be from management. It
currently is anticipated that the Board will consist of Charles
Klein, Elizabeth Varet, Michael Fisch and you.
2. Board meetings, involvement and levels of
authority will remain unchanged from current practice. It is
expected that one Board meeting each year will be held in
Denver, one at a Ketema plant location, and all others in New
York City.
3. The annual directors' fees will be $20,000 for
each member of the Board.
C. Fees
1. American Securities Capital Partners, L.P. will
receive an annual fee of $250,000 for investment banking and
consulting services rendered to KTM.
2. Upon closing of the Merger, American Securities
Capital Partners, L.P. will receive a fee in an amount equal to
approximately 1% of KTM's capitalization.
D. Remuneration
1. Current salaries of management will remain in
place and management will be eligible for annual merit increases
commensurate with individual performance at the discretion of
the Board.
2. An appropriate cash incentive bonus plan for
management will be adopted by the Board of Directors containing
the existing incentive target percentages.
You understand that upon execution and delivery of this
letter, you may be deemed to have become a member of the
Schedule 13D Group and agree to join with the other members
thereof in promptly filing an Amendment to the Group's
Schedule 13D to disclose the arrangements set forth in this
letter, a copy of which will be filed as an exhibit thereto.
Please confirm that the foregoing serves as a satisfactory
basis for your participation in KTM and service as Chief
Executive Officer of Ketema, subject, of course, to consummation
of the Merger.
Very truly yours,
KTM HOLDINGS CORP.
By:/s/ Michael G. Fisch
Confirmed this 5th day of
May, 1994
/s/ Hugh H. Williamson, III
Hugh H. Williamson, III
EXHIBIT A
NON-QUALIFIED STOCK OPTION AGREEMENT
AGREEMENT, dated as of ______________, 1994, between
KTM HOLDINGS CORP., a Delaware corporation (the "Company"), and
______________ (the "Optionee").
W I T N E S S E T H:
WHEREAS, the Company, acting through its Board of
Directors (the "Board"), has granted to the Optionee, effective
as of the date of this Agreement, an option to purchase shares
of common stock, $.01 par value per share, of the Company (the
"Common Stock"), on the terms and subject to the conditions set
forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and
of the mutual agreements contained in this Agreement, the
parties hereto agree as follows:
SECTION 3. Definitions. As used in this Agreement,
the following terms have the meanings set forth below:
"Affiliate" of any Person means any other Person
directly or indirectly controlled by, controlling, or under
common control with such Person.
"Annual Debt Reduction" means, as of the end of
any fiscal year of the Company, the amount by which the
Debt as of the end of the immediately preceding fiscal year
has been reduced.
"Board" means the Board of Directors of the
Company.
"Cause" means action by the Optionee that
constitutes gross misconduct, dishonesty, gross
mismanagement, a deliberate and premeditated act against
the Company or its Affiliates or the commission of a
felony.
"Change of Control" means the event that is
deemed to occur if (i) any Person (except the Company or
any employee benefit plan of the Company or of any
Affiliate), together with all Affiliates of such Person,
shall become the beneficial owner in the aggregate of 30%
or more of the Common Stock then outstanding or (ii) during
any 24-month period, individuals who at the beginning of
such period constituted the Board cease for any reason to
constitute a majority thereof.
"Cumulative Debt Reduction" means, with respect
to any fiscal year of the Company set forth on Annex I to
this Agreement, the aggregate amount of Annual Debt
Reduction for all years during the period beginning on
[_________________] and ending on the last day of such
fiscal year.
"Cumulative Debt Reduction Target" means, with
respect to any fiscal year of the Company set forth on
Annex I to this Agreement, the applicable amount set forth
opposite such fiscal year on Annex I.
"Cumulative EBITDA" means, with respect to any
fiscal year of the Company set forth on Annex I to this
Agreement, the actual aggregate amount of EBITDA of the
Company and its consolidated subsidiaries for the period
commencing on [_______________], and ending on the last day
of such fiscal year (with such period being treated as one
accounting period for such purposes).
"Cumulative EBITDA Target" means, with respect to
any fiscal year of the Company set forth on Annex I to this
Agreement, the applicable amount set forth opposite such
fiscal year on Annex I.
"Debt" means, without duplication, the
obligations of the Company and its consolidated
subsidiaries in respect of [designation of debt to be
added].
"Debt Reduction Target" means, with respect to
any fiscal year of the Company set forth on Annex I to this
Agreement, the applicable amount set forth opposite such
fiscal year on Annex I.
"EBITDA" means the [earnings of the Company and
its consolidated subsidiaries before (i) interest expense,
(ii) provision for income taxes, (iii) depreciation and
(iv) amortization].
"EBITDA Target" means, with respect to any fiscal
year of the Company set forth on Annex I to this Agreement,
the applicable amount set forth opposite such fiscal year
on Annex I.
"Option" has the meaning ascribed to such term in
Section 2 of this Agreement.
"Option Shares" has the meaning ascribed to such
term in Section 2 of this Agreement.
"Person" means any individual, partnership,
corporation, group, trust or other legal entity.
"Shares" means, collectively, the shares of
Common Stock subject to the Option, whether such shares are
Option Shares or Vested Shares.
"Vested Shares" means the Option Shares with
respect to which the Option is exercisable at any
particular time.
SECTION 4. Option; Option Price. On the terms and
subject to the conditions of this Agreement, the Optionee shall
have the option (the "Option") to purchase up to ___ shares (the
"Option Shares") of Common Stock at the price of $______ per
Option Share (the "Option Price").
SECTION 5. Term. The term of the Option (the "Option
Term") shall commence on the date hereof and expire on the tenth
anniversary of the date hereof, unless the Option shall
theretofore have been terminated in accordance with the terms of
the Plan or this Agreement.
SECTION 6. Time of Exercise.
(a) Unless accelerated as otherwise provided in
Sections 4(b), 4(d) or 4(e) of this Agreement, the Option shall
become exercisable as to 100% of the Option Shares on the
seventh anniversary of the date hereof.
(b) (i) On each of the first, second, third,
fourth and fifth anniversaries of the date hereof (each, an
"Accelerated Vesting Date"), if the Company's Annual Debt
Reduction at the end of the fiscal year immediately prior to
such Accelerated Vesting Date is equal to or exceeds the Debt
Reduction Target for such prior fiscal year, then the Option
shall immediately become exercisable as to 10% of the Option
Shares.
(ii) On each Accelerated Vesting Date, if
the Company's EBITDA for the fiscal year immediately prior to
such Accelerated Vesting Date is equal to or exceeds the EBITDA
Target for such prior fiscal year, then the Option shall
immediately become exercisable as to 10% of the Option Shares.
(iii) Notwithstanding any failure by the
Company to meet the Debt Reduction Target for any fiscal year,
the portion of the Option which would have become exercisable
pursuant to subsection (i) above on the applicable Accelerated
Vesting Date shall become exercisable on a subsequent
Accelerated Vesting Date if, with respect to such subsequent
Accelerated Vesting Date, the Company's Cumulative Debt
Reduction at the end of the fiscal year immediately prior to
such Accelerated Vesting Date is equal to or greater than the
Cumulative Debt Reduction Target for such fiscal year.
(iv) Notwithstanding any failure by the
Company to meet the EBITDA Target for any fiscal year, the
portion of the Option which would have become exercisable
pursuant to subsection (ii) above on the applicable Accelerated
Vesting Date shall become exercisable on a subsequent
Accelerated Vesting Date if, with respect to such subsequent
Accelerated Vesting Date, the Company's Cumulative EBITDA for
the fiscal year immediately prior to such Accelerated Vesting
Date is equal to or greater than the Cumulative EBITDA Target
for such fiscal year.
(c) In the event the Company makes any capital
expenditures not contemplated by the projections upon which the
Annual Debt Reduction, Cumulative Debt Reduction Targets, EBITDA
and Cumulative EBITDA Targets are based, or consummates any
mergers or acquisitions or divestitures (whether of assets or
stock or other interests) or other extraordinary transactions,
the Board will determine in good faith appropriate adjustments
to the Annual Debt Reduction, Cumulative Debt Reduction Targets,
EBITDA and Cumulative EBITDA Targets, which adjustments shall be
final and binding.
(d) Notwithstanding the other provisions of this
Section 4, the Option shall become exercisable as to 100% of the
Option Shares in the event of a Change of Control.
(e) Notwithstanding the other provisions of this
Section 4, in the event of the Optionee's involuntary
termination of employment with the Company and all of its
Affiliates for any reason other than Cause, the Option shall
become exercisable as to the lesser of an additional 25% of the
Option Shares or all of the then unvested Option Shares.
(f) Except as otherwise provided in Section 6,
the Option shall remain exercisable as to all such Vested Shares
until the expiration of the Option Term.
SECTION 7. Procedure for Exercise.
(a) The Option may be exercised with respect to
Vested Shares, from time to time, in whole or in part (but for
the purchase of whole shares only), by delivery of a written
notice (the "Exercise Notice") from the Optionee to the Company,
which Exercise Notice shall:
(i) state that the Optionee elects to
exercise the Option;
(ii) state the number of Vested Shares with
respect to which the Optionee is exercising the
Option;
(iii) include any representations of the
Optionee required under Section 8 hereof;
(iv) in the event that the Option shall be
exercised by the representative of the Optionee's
estate pursuant to Section 6, include appropriate
proof of the right of such Person to exercise the
Option;
(v) state the date upon which the Optionee
desires to consummate the purchase of such Vested
Shares (which date must be prior to the termination of
the Option); and
(vi) comply with such further provisions as
the Company may reasonably require.
(b) Payment of the Option Price for the Vested
Shares to be purchased on the exercise of the Option shall be
made by certified or bank cashier's check payable to the order
of the Company.
(c) As a condition to the exercise of the Option
and prior to the issuance of any Vested Shares, the Optionee (or
the representative of his estate) shall be required to execute a
Stockholders' Agreement (the "Stockholders' Agreement") among
the Company, the Optionee (or representative) and the other
stockholders of the Company, in the form attached hereto as
Annex II.
(d) The Company shall be entitled to require as
a condition of delivery of the Vested Shares that the Optionee
agree to remit when due an amount in cash sufficient to satisfy
all current or estimated future federal, state and local
withholding and employment taxes relating thereto.
SECTION 8. Termination of Employment. All or any
part of the Option, to the extent unexercised, shall terminate
immediately upon the Optionee's termination of employment with
the Company or any of its Affiliates, except that the Optionee
shall have until the end of the third month following the date
of such termination of employment to exercise any portion of the
Option that he could have exercised on the date of such
termination of employment; provided, however, that such exercise
must be accomplished prior to the expiration of the Option Term.
Notwithstanding the foregoing, if the Optionee's termination of
employment is due to his early or normal retirement under the
Employees' Retirement Plan of Ketema, Inc. or total and
permanent disability (as determined by the Board) or death, the
Optionee, or the representative of the estate of the Optionee,
as the case may be, may exercise any portion of the Option which
the Optionee could have exercised on the date of such
termination of employment for a period of one year thereafter;
provided, however, that such exercise must be accomplished prior
to the expiration of the Option Term. Notwithstanding the
foregoing, in the event of a termination of the Optionee's
employment with the Company or any of its Affiliates for Cause,
the unexercised portion of the Option shall terminate
immediately and the Optionee shall have no right thereafter to
exercise any part of the Option.
SECTION 9. No Rights as a Stockholder. The Optionee
shall not have any rights or privileges of a stockholder with
respect to any Shares until the date of acceptance by the
Company of payment for such Shares pursuant to the exercise of
the Option.
SECTION 10. Additional Provisions Related to
Exercise. In the event of the exercise of the Option at a time
when there is not in effect a registration statement under the
Securities Act of 1933, as amended, relating to the Shares, the
Optionee hereby represents and warrants, and by virtue of such
exercise shall be deemed to represent and warrant, to the
Company that the Optioned Shares are being acquired for
investment only and not with a view to the distribution thereof,
and the Optionee shall provide the Company with such further
representations and warranties as the Committee may reasonably
require in order to ensure compliance with applicable federal
and state securities, "blue sky" and other laws. No Shares
shall be purchased upon the exercise of the Option unless and
until the Company and/or the Optionee shall have complied with
all applicable federal or state registration, listing and/or
qualification requirements and all other requirements of law or
of any regulatory agencies having jurisdiction.
SECTION 11. Restriction on Transfer.
(a) The Option may not be transferred, pledged,
assigned, hypothecated or otherwise disposed of in any way by
the Optionee and may be exercised during the lifetime of the
Optionee only by the Optionee. If the Optionee dies, the Option
shall thereafter be exercisable, during the period specified in
Section 6, by the representative of his estate to the full
extent to which the Option was exercisable by the Optionee at
the time of his death. The Option shall not be subject to
execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition
of the Option contrary to the provisions hereof, and the levy of
any execution, attachment or similar process upon the Option,
shall be null and void and without effect.
(b) Any shares issued to the Optionee upon
exercise of the Option shall be subject to the restrictions
contained in the Stockholders' Agreement and shall be deemed
Stock (as defined in the Stockholders' Agreement) for all
purposes thereunder.
SECTION 12. Restrictive Legend. All stock
certificates representing shares issued upon exercise of the
Option shall, unless otherwise determined by the Board, have
affixed thereto a legend substantially in the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). THE SHARES HAVE BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE PLEDGED,
HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER
THE ACT OR AN OPINION OF COUNSEL TO THE ISSUER THAT
SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, THE
TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE
IS RESTRICTED PURSUANT TO THE TERMS OF A STOCKHOLDERS'
AGREEMENT AMONG THE ISSUER, THE ORIGINAL HOLDER OF
SUCH SHARES AND THE OTHER PARTIES NAMED THEREIN.
COPIES OF THE STOCKHOLDERS' AGREEMENT MAY BE OBTAINED
WITHOUT CHARGE FROM THE SECRETARY OF THE ISSUER."
SECTION 13. Optionee's Employment. Nothing in the
Option shall confer upon the Optionee any right to continue in
the employ of the Company or any of its Affiliates or interfere
in any way with the right of the Company or its Affiliates or
stockholders, as the case may be, to terminate the Optionee's
employment or to increase or decrease the Optionee's
compensation at any time.
SECTION 14. Adjustment.
(a) Subject to Section 9(b), if the Common Stock
is changed by reason of a stock split, reverse stock split,
stock dividend or recapitalization, or converted into or
exchanged for other securities as a result of a merger,
consolidation or reorganization, the Board shall make such
adjustments in the number and class of shares of stock subject
to the Option, and such adjustments to the Option Price, as
shall be equitable and appropriate in order to make the Option
as nearly as may be practicable equivalent to the Option
immediately prior to such change.
(b) The following rules shall apply in
connection with the dissolution or liquidation of the Company, a
reorganization, merger or consolidation in which the Company is
not the surviving corporation, or a sale of all or substantially
all of the assets of the Company to another person or entity (a
"Corporate Transaction"):
(i) the Optionee shall be given (A) written
notice of such Corporate Transaction at least 20 days prior to
its proposed effective date (as specified in such notice) and
(B) an opportunity, during the period commencing with delivery
of such notice and ending 10 days prior to such proposed
effective date, to exercise the Option to the full extent to
which the Option would have been exercisable by the Optionee at
the expiration of such 20-day period; provided, however, that
upon the occurrence of a Corporate Transaction, the Option, to
the extent not so exercised, shall automatically terminate; and
(ii) notwithstanding anything contained in
Section 9(b)(i), Section 9(b)(i) shall not be applicable if
provision shall be made in connection with such Corporate
Transaction for the assumption of the Option by, or the
substitution for the Option of new options covering the stock
of, the surviving, successor or purchasing corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to
the number, kind and option price of shares subject to the
Option.
(c) The following rules shall apply in
connection with Section 9(a) and (b) above:
(i) no fractional shares shall be issued as
a result of any such adjustment, and any fractional shares
resulting from the computations pursuant to Section 9(a) or (b)
shall be eliminated without consideration from the Option;
(ii) no adjustment shall be made for cash
dividends or the issuance to stockholders of rights to subscribe
for additional shares of Common Stock or other securities; and
(iii) any adjustments referred to in Section
9(a) or (b) shall be made by the Board in its sole discretion
and shall be conclusive and binding on the Optionee.
SECTION 15. Notices. All notices, claims, certifi-
cates, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given
and delivered if personally delivered or if sent by nationally
recognized overnight courier by telecopy or by registered or
certified mail, return receipt requested and postage prepaid,
addressed as follows:
(a) if to the Company, to it at:
KTM Holdings Corp.
c/o American Securities Capital Partners, L.P.
Room 2400
122 E. 42nd Street
New York, New York 10168
Telecopy: (212) 697-5524
Attention: Michael G. Fisch
with a copy to:
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004
Telecopy: (212) 806-6006
Attention: David L. Finkelman, Esq.
(b) if to the Optionee, to him at:
or to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in
accordance herewith. Any such notice or communication shall be
deemed to have been received (i) in the case of personal
delivery, on the date of such delivery (or if such date is not a
business day, on the next business after the date sent), (ii) in
the case of nationally-recognized overnight courier, on the next
business day after the date sent, (iii) in the case of telecopy
transmission, when received (or if not sent on a business day,
on the next business day after the date sent), and (iv) in the
case of mailing, on the third business day following the date on
which the piece of mail containing such communication is posted.
SECTION 16. Waiver of Breach. The waiver by either
party of a breach of any provision of this Agreement must be in
writing and shall not operate or be construed as a waiver of any
other or subsequent breach.
SECTION 17. Optionee's Undertaking. The Optionee
hereby agrees to take whatever additional actions and execute
whatever additional documents the Company may in its reasonable
judgment deem necessary or advisable in order to carry out or
effect one or more of the obligations or restrictions imposed on
the Optionee pursuant to the express provisions of this
Agreement.
SECTION 18. Amendment. This Agreement may not be
amended, terminated, suspended or otherwise modified except in a
written instrument, duly executed by both parties.
SECTION 19. Governing Law. Except to the extent
required by Delaware corporate law, this Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York (without giving effect to principles of
conflicts of laws).
SECTION 20. Counterparts. This Agreement may be
executed in one or more counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts
together shall constitute but one agreement.
SECTION 21. Entire Agreement. This Agreement (and
the other writings referred to herein) constitute the entire
agreement between the parties with respect to the subject matter
hereof and thereof and supersede all prior written or oral
negotiations, commitments, representations and agreements with
respect thereto.
SECTION 22. Severability. In the event any one or
more of the provisions of this Agreement should be held invalid,
illegal or unenforceable in any respect in any jurisdiction,
such provision or provisions shall be automatically deemed
amended, but only to the extent necessary to render such
provision or provisions valid, legal and enforceable in such
jurisdiction, and the validity, legality and enforceability of
the remaining provisions of this Agreement shall not in any way
be affected or impaired thereby.
IN WITNESS WHEREOF, the parties hereto have executed
this Non-Qualified Stock Option Agreement as of the date first
written above.
KTM HOLDINGS CORP.
By:__________________________
Name:
Title:
_____________________________
[Optionee]
<PAGE>
ANNEX I
Performance Targets
<TABLE>
<CAPTION>
For Fiscal Cumulative
year ending Debt Cumulative
[February 28 Debt Reduction Reduction EBITDA EBITDA
or 29]: Target Target Target Target
<S> <C> <C> <C> <C>
1995 $ N/A $ N/A
1996 $ $ $ $
1997 $ $ $ $
1998 $ $ $ $
1999 $ $ $ $
</TABLE>
ANNEX II
[FORM OF STOCKHOLDERS' AGREEMENT --
TO BE ADDED]
<PAGE>
EXHIBIT B
RESTRICTED STOCK AGREEMENT
AGREEMENT, dated as of ________, 1994, by and between
KTM HOLDINGS
CORP., a Delaware corporation (the "Company"), and HUGH H.
WILLIAMSON, III
(the "Recipient").
W I T N E S S E T H:
WHEREAS, the Company, acting through its Board of
Directors (the
"Board") has awarded to the Recipient a restricted stock award
with respect to
a certain number of shares of the Company's common stock, $.01
par value per
share ("Shares"), subject to certain terms, conditions and
restrictions; and
WHEREAS, it is intended that this Agreement shall set
forth the terms, conditions and restrictions imposed with respect
to said restricted stock award;
NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other valuable consideration, the
receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as
follows:
FIRST: The Company has awarded to the Recipient as
of the date written above a restricted stock award with respect
to ____ Shares
[$600,000 of value at the Amseco Group's per share purchase
price] (the
"Restricted Stock Award"), subject to the terms, conditions and
restrictions set forth in this Agreement.
SECOND: The Restricted Stock Award entitles the
Recipient to purchase the Shares subject thereto for a purchase
price of $.01 per Share,
payable in cash, or by check to the order of the Company,
delivered to the office of the Treasurer of the Company no later
than 30 days after the date of
execution hereof. The Company shall have the right to condition
the issuance of a stock certificate or certificates representing
the Shares subject to the
Restricted Stock Award upon the receipt by the Company of said
purchase price as described in this Paragraph SECOND.
THIRD: The Recipient hereby represents and warrants
to the Company that the Shares subject to the Restricted Stock
Award are being
acquired for investment only and not with a view to the
distribution thereof,
and the Recipient shall provide the Company with such further
representations
and warranties as the Board may reasonably require in order to
ensure compliance with applicable federal and state securities,
"blue sky" and other
laws. No Shares shall be purchased pursuant to this Agreement
unless and until the Company and/or the Recipient shall have
complied with all applicable
federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any
regulatory agencies having jurisdiction.
FOURTH: Shares subject to the Restricted Stock Award
shall be forfeitable unless and until the Recipient continues in
employment with the
Company for the periods hereinafter specified. Such Shares shall
become nonforfeitable after the end of each successive 12-month
period of employment
following the date of this Agreement, as determined in accordance
with the schedule set forth below:
Annual Cumulative Percentage
Anniversary of of Shares which
Date of this Agreement become Vested
1 30%
2 40%
3 50%
4 60%
5 70%
6 80%
7 90%
8 100%
Restrictions shall be imposed on any transfer of the Shares
subject to the Restricted Stock Award until such time as the
Shares shall become
nonforfeitable in accordance with this Paragraph FOURTH. Prior
to the date on which the Shares subject to the Restricted Stock
Award become nonforfeitable,
the Recipient shall have all other rights and privileges of a
beneficial and record owner with respect thereto, including,
without limitation, voting
rights and the right to receive dividends, distributions and
adjustments with
respect thereto; provided, however, that such dividends,
distributions and
adjustments shall be retained by the Company for the Recipient's
account and for delivery to the Recipient, together with the
stock certificate or
certificates representing such Shares, as and when such Shares
become nonforfeitable. If the Recipient's employment with the
Company terminates for
any reason prior to the date on which the Shares become
nonforfeitable, any
Shares (and any dividends, distributions and adjustments) which
were not theretofore vested shall be forfeited and the purchase
price paid therefor
shall be returned to the Recipient.
FIFTH: If, with respect to the Restricted Stock
Award, the Company shall be required to withhold amounts under
applicable federal, state
or local tax laws, rules or regulations, the Company shall be
entitled, at its
option, to (i) deduct and withhold such amounts from any cash
payment to be made by the Company to the Recipient or to such
other person with respect to
whom such withholding may arise; (ii) require the Recipient (or
such other person) to make payment to the Company in such amount
as is required to be
withheld; or (iii) retain and withhold such number of Shares
subject to the Restricted Stock Award as shall have a fair market
value, valued on the date
on which such withholding requirement arises, equal to such
amount as is required to be withheld. For purposes of this
Paragraph FIFTH, the fair
market value of the Shares shall be established pursuant to
procedures determined by the Board; provided, however, that if
any dispute arises between
the Board and the Recipient with respect to the determination of
such fair market value, such dispute shall be settled by means of
binding arbitration
under the rules and procedures of the American Arbitration
Association.
SIXTH: As of the first date on which any Shares
subject to the Restricted Stock Award become nonforfeitable, the
Recipient shall execute
a Stockholders' Agreement (the "Stockholders' Agreement") among
the Recipient,
the Company and the other stockholders of the Company, in the
form attached hereto as Annex I. The Shares subject to the
Restricted Stock Award which
become nonforfeitable as of such date and any Shares subject to
the Restricted
Stock Award which subsequently become nonforfeitable shall be
deemed Stock, as
defined in the Stockholders' Agreement, for all purposes
thereunder, as of the
respective dates on which such Shares become nonforfeitable.
SEVENTH: Each certificate representing Shares issued
pursuant to this Agreement shall bear a legend making appropriate
references to the
restrictions imposed by this Agreement. At such time as Shares
become nonforfeitable pursuant to this Agreement, a new
certificate representing such
Shares shall be issued (in substitution for the prior
certificate) which shall
bear a legend making appropriate references to any restrictions,
including those imposed by the Stockholders' Agreement.
EIGHTH: Any notices or other communications given in
connection with this Agreement shall be mailed, and shall be sent
by registered or
certified mail, return receipt requested, to the indicated
address as follows:
If to the Company:
KTM Holdings Corp.
c/o American Securities Capital Partners, L.P.
Room 2400
122 E. 42nd Street
New York, New York 10168
Attention: Michael G. Fisch
If to the Recipient:
or to such changed address as to which either party has given
notice to the
other party in accordance with this Paragraph EIGHTH. All
notices shall be deemed given when so mailed, except that a
notice of a change of address shall
be deemed given when received.
NINTH: This Agreement and the Stockholders'
Agreement constitute the whole agreement between the parties
hereto with respect to the Restricted Stock Award.
TENTH: This Agreement shall not be construed as
creating any contract of employment between the Company and the
Recipient, and the Company
shall have the same control over the Recipient as if this
Agreement had never
been executed.
ELEVENTH: This Agreement shall inure to the benefit of,
and be binding on, the Company and its successors and assigns,
and shall inure to the
benefit of, and be binding on, the Recipient and his heirs,
executors, administrators and legal representatives. This
Agreement shall not be assignable by the Recipient.
TWELFTH: This Agreement may not be amended,
terminated, suspended or otherwise modified except in a written
instrument, duly executed by both parties.
THIRTEENTH: Except as required by Delaware corporate
law, this Agreement shall be subject to, and construed in
accordance with, the laws of
the State of New York without giving effect to principles of
conflicts of law.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.
KTM HOLDINGS CORP.
By:_______________________
Hugh H. Williamson, III
<PAGE>
ANNEX I
[FORM OF STOCKHOLDERS' AGREEMENT -
TO BE ADDED]
