<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-------------
(Amendment No. 4)
Richton International Corporation
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 765516109
per share
- ----------------------------------- -----------------------------------
(Title of class of securities) (CUSIP number)
George H. Hempstead, III, c/o Hanson Industries
99 Wood Avenue South, Iselin, New Jersey 08830 (908) 603-660
- --------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
June 5, 1995
- --------------------------------------------------------------------------
(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: When filing this statement in paper format, six copies of this
statement, including exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to be sent.
(Continued on following page(s))
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON PLC
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS (1) LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON OVERSEAS HOLDINGS LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF ENGLAND
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON HOLDINGS NETHERLANDS B.V.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF KINGDOM OF THE NETHERLANDS
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HM ANGLO-AMERICAN LTD.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HANSON AMERICA INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: HM HOLDINGS, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
CUSIP No. 765516109 13D
1 NAME OF REPORTING PERSON: KIDDE INDUSTRIES, INC.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS: Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
6 CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION:
NUMBER OF 7 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE 0
POWER:
11 AGGREGATE AMOUNT BENEFICIALLY 0
OWNED BY REPORTING PERSON:
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES:
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0
14 TYPE OF REPORTING PERSON: CO
<PAGE>
<PAGE>
This Statement amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission (the "Commission") by
Kidde Industries, Inc. (as successor by merger to Kidde Inc.)
("Kidde"), HM Holdings, Inc. ("HM Holdings"), Hanson America Inc.
("Hanson America"), HM Anglo-American, Ltd. ("Anglo"), Hanson Holdings
Netherlands B.V. ("Netherlands"), Hanson Overseas Holdings Limited
("Overseas"), Hanson Holdings (1) Limited ("HH-1") and Hanson PLC
(collectively referred to herein as the "Beneficial Owners"), with
respect to their beneficial ownership of the Common Stock, par value
$.10 per share ("Common Stock") of Richton International Corporation,
a Delaware corporation (the "Company"), as previously amended by
Amendments Nos. 1 through 3 thereto.
Item 4. Purpose of Transaction.
----------------------
On June 5, 1995, Kidde, an indirect subsidiary of Hanson
PLC, sold the Common Stock to Jacuzzi Inc. ("Jacuzzi"), an indirect
subsidiary of U.S. Industries, Inc. ("USI"), pursuant to a stock
purchase agreement (the "Stock Purchase Agreement"), dated May 30,
1995, between Kidde and USI American Holdings, Inc. ("USIAH"), a
subsidiary of USI and the parent corporation of Jacuzzi. Jacuzzi
assumed the rights and obligations of USIAH under the Stock Purchase
Agreement pursuant to an assignment and assumption agreement (the
"Assignment Agreement"), dated May 31, 1995.
The sale of the Common Stock pursuant to the Stock Purchase
Agreement was effected in connection with the demerger (i.e., spin-
off) of Hanson's non-core U.S. businesses to USI and its subsidiaries,
as announced by Hanson and reported on Schedule 13D by the Beneficial
Owners in February 1995.
Each of the Stock Purchase Agreement and the Assignment
Agreement has been filed as an exhibit to this Amendment No. 4 and is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) - (b) As of June 5, 1995, the Beneficial Owners no
longer beneficially owned any shares of the Common Stock.
(c) The information contained in Item 4 of this Amendment
No. 4 is incorporated herein by reference.
(d) Not applicable.
NYFS02...:\13\51513\0220\1733\SCH6015K.030<PAGE>
<PAGE>
(e) As a result of the sale of the Common Stock by Kidde,
on June 5, 1995, the Beneficial Owners ceased to be the owners of more
than 5% of the outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
----------------------------------------
The information contained in Item 4 of this Amendment No. 4
is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following are filed herewith as Exhibits to this
Statement on Schedule 13D:
4. Stock Purchase Agreement, dated May 30, 1995, between
Kidde Industries, Inc. and USI American Holdings, Inc.
5. Assignment and Assumption Agreement, dated May 31,
1995, between USI American Holdings, Inc. and Jacuzzi Inc.
<PAGE>
<PAGE>
SIGNATURES
----------
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: June 5, 1995
HANSON PLC
HANSON HOLDINGS (1) LIMITED
HANSON OVERSEAS HOLDINGS LIMITED
HANSON HOLDINGS NETHERLANDS B.V.
By: /s/ George H. Hempstead, III
----------------------------------------
George H. Hempstead, III
Attorney-in-Fact
HM ANGLO-AMERICAN, LTD.
HANSON AMERICA INC.
HM HOLDINGS, INC.
KIDDE INDUSTRIES, INC.
By: /s/ George H. Hempstead, III
----------------------------------------
George H. Hempstead, III
Vice President
<PAGE>
<PAGE>
EXHIBIT INDEX
-------------
Item No. Page No.
-------- --------
4. Stock Purchase Agreement, dated
May 30, 1995, between Kidde Industries,
Inc. and USI American Holdings,
Inc.
5. Assignment and Assumption Agreement,
dated May 31, 1995, between USI
American Holdings, Inc. and Jacuzzi
Inc.
<PAGE>
Exhibit 4
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made the 30th day of May, 1995
BETWEEN:
(1) KIDDE INDUSTRIES, INC., a Delaware corporation ("Seller"); and
(2) USI AMERICAN HOLDINGS, INC., a Delaware corporation ("Purchaser").
WHEREAS:
(A) Seller is the registered and beneficial owner of 258,600 shares
(collectively, the "Sale Shares") of common stock, par value $.10
per share, of Richton International Corporation (the "Company").
(B) Seller wishes to sell and the Purchaser wishes to purchase the Sale
Shares on the terms and subject to the conditions of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. Sale and Purchase of Shares.
---------------------------
Subject to the terms and conditions of this Agreement,
Seller shall sell and transfer to Purchaser, and Purchaser shall
purchase from Seller, the Sale Shares free from any lien, option,
charge and encumbrance, right of pre-emption or any other third party
right and together with all benefits and rights attached thereto.
2. Purchase Price.
--------------
(a) The total consideration for the sale of all of the Sale
Shares (the "Purchase Price") shall be Seven Hundred Forty Three
Thousand Four Hundred Seventy Five Dollars ($743,475), payable in cash
at the Closing, subject to post-Closing adjustment as provided herein.
(b) The Purchase Price for the Sale Shares shall be
adjusted by the amount by which (x) the product of 258,600 multiplied
by the average of the high and low sale prices for a share of the
Company's common stock on the American Stock Exchange on the Closing
Date (as defined below) is greater or less than (y) the Purchase
Price. Payment of this amount shall be made within 60 days after the
Closing (in the event the amount set forth in clause (x) is greater
than the amount set forth in clause (y), such payment to be made by
Purchaser, and in the event the amount set forth in clause (y) is
greater than the amount set forth in clause (x), such payment to be
made by
NYFS02...:\13\51513\0220\1323\POSSPARI.23A
<PAGE>
<PAGE>
Seller), in U.S. dollars, together with interest accruing on such
amount from and including the Closing Date to but excluding the date
of payment at the prime rate charged by Chemical Bank to its corporate
customers during such period.
The total consideration for the sale of all of the Sale
Shares shall be an amount determined by multiplying (x) 258,600 by (y)
the last reported sale price of a share of common stock, par value
$.10 per share, of the Company on the American Stock Exchange on the
last trading day prior to the Closing Date (as defined below), payable
in cash at the Closing.
3. Closing.
-------
3.1 Date of Closing. Subject to the satisfaction of each
---------------
of the conditions set forth in Section 5, the closing of the sale and
purchase of the Sale Shares hereunder (the "Closing") shall take place
at the offices of Weil, Gotshal & Manges, 767 Fifth Avenue, New York,
New York, 10153 (or at such other place as the parties may agree in
writing) at 10:00 a.m., New York City time, on June 5, 1995 (the
"Closing Date").
3.2 Title to Sale Shares Prior to Closing. Until the
-------------------------------------
Closing, Seller shall continue to have full right, title and interest
in and to the Sale Shares, including the right to receive any
dividends, distributions or payments made with respect to the Sale
Shares, and the right to vote the Sale Shares.
4. Actions Prior to Closing.
------------------------
4.1 Best Efforts. Each of the parties shall use its
------------
reasonable best efforts (without undue expense) to cause the
fulfillment, at or prior to the Closing Date, of all of the conditions
to their respective obligations to consummate the sale and purchase of
the Sale Shares under this Agreement.
5. Conditions of Closing.
---------------------
The obligations of Seller to sell, and Purchaser to
purchase, all of the Sale Shares are subject to the fulfillment, prior
to or at the Closing, of each of the following:
a. Hanson PLC shall have paid a stock dividend to its
shareholders consisting of all of the outstanding shares of
capital stock of Purchaser's parent, U.S. Industries, Inc. (the
"Stock Dividend"); and
b. There shall not be in effect any injunction or
restraining order issued by a court of competent
<PAGE>
<PAGE>
jurisdiction barring the consummation of the sale and purchase of
the Sale Shares pursuant to this Agreement.
6. Deliveries at Closing.
---------------------
At the Closing, the parties shall make the following
deliveries and take the following actions:
a. Seller shall deliver to Purchaser share certificates
representing the Sale Shares, accompanied by stock powers or
other appropriate transfer forms duly endorsed by Seller; and
b. Purchaser shall transfer to Seller (to such account as
shall be designated by Seller) the Purchase Price in immediately
available funds.
7. Further Agreements of the Parties.
---------------------------------
7.1 Further Assurance. The parties hereto undertake to co
-----------------
-operate in good faith to ensure that they do such acts and things as
may reasonably be necessary to complete the sale and purchase of the
Sale Shares. At all times after the date of this Agreement and after
the completion of the sale and purchase of the Sale Shares, the
parties shall use their reasonable best efforts to procure that any
necessary third party shall execute such documents and do such acts
and things as may reasonably be required for the purpose of giving to
Seller and Purchaser, respectively, the full benefit of all the
provisions of this Agreement. Seller and Purchaser will use their
reasonable best efforts to obtain any consent, substitution, approval
or amendment required to novate or assign all agreements, leases,
licenses and other rights of any nature whatsoever relating to the
Sale Shares of value to Purchaser; provided, however, that neither
Seller nor Purchaser shall be obligated to pay any consideration
therefor (except for filing fees and other similar charges) to the
third party from whom such consents, approvals, substitutions and
amendments are requested. If Seller or Purchaser is unable to obtain
any such required consent, approval, substitution or amendment, Seller
(or its subsidiaries) shall continue to be bound by such agreements,
leases, licenses and other rights and, unless not permitted by law or
the terms thereof, Purchaser (or its subsidiaries) shall, as agent for
Seller (or its subsidiaries) or as subcontractor, pay, perform and
discharge fully all the obligations of Seller (or its subsidiaries)
thereunder from and after the Closing and indemnify and hold harmless
Seller and its subsidiaries from and against, all losses, claims,
damages, taxes, liabilities and expenses whatsoever arising out of or
in connection with Purchaser's (or its subsidiaries' or affiliates')
performance of or omission to
<PAGE>
<PAGE>
perform its obligations thereunder and hereunder. Seller (or its
subsidiaries) shall, without further consideration, pay and remit to
Purchaser (or its subsidiaries) promptly all money, rights and other
consideration received in respect of such performance after payment of
any taxes due from Seller (or its affiliates) with respect to such
receipt. Seller (or its subsidiaries) shall exercise their rights and
options under all such agreements, leases, licenses and other rights
and commitments referred to in this Section 7.1 only as reasonably
directed by Purchaser and at Purchaser's expense. If and when any
such consent shall be obtained or such agreement, lease, license or
other rights shall otherwise become assignable or able to be novated,
Seller (or its subsidiaries) shall promptly assign all its rights and
obligations thereunder to Purchaser (or its subsidiaries) without
payment of further consideration and Purchaser (or its subsidiaries)
shall, without the payment of any further consideration, assume such
rights and obligations. To the extent that the assignment of any
contract or agreement or the proceeds thereof pursuant to this Section
7.1 is prohibited by law, the assignment provisions of this paragraph
shall operate to create a subcontract with the Purchaser to perform
each relevant, unassignable contract or agreement, and the subcontract
price shall be equal to the money, rights and other consideration
(after tax) received by Seller with respect to the performance by
Purchaser under such subcontract.
7.2 No Warranties. Other than as explicitly provided
-------------
herein, Seller does not, in this Agreement or any other agreement,
instrument or document contemplated by this Agreement, make any
representation as to, warranty of or covenant (whether express or
implied) with respect to, the value of the Sale Shares. Other than as
explicitly provided herein, the Sale Shares, as well as all assets of
the Company, to be acquired, directly or indirectly, by the Purchaser
hereunder are transferred on an "AS IS, WHERE IS" basis. The parties
acknowledge and agree that the Purchase Price for the Sale Shares of
the Company represents the mutually agreed upon fair market value of
such Sale Shares, and neither party (or their respective permitted
successors and assigns) shall have the right at any time in the future
to make any claim or raise any dispute with respect to the adequacy or
fairness of the consideration paid for any of the Sale Shares.
7.3 Transfer Taxes. Any and all transfer taxes, stamp
--------------
duties and similar charges relating to the purchase and sale of the
Sale Shares shall be paid by Seller.
<PAGE>
<PAGE>
7.4 Agreement of Purchaser Regarding Sale Shares.
--------------------------------------------
Purchaser agrees that it will not offer, sell or otherwise transfer
the Sale Shares except in compliance with, pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended, and/or any
other applicable securities law.
8. Arbitration.
-----------
Resolution of any and all disputes arising from or in
connection with this Agreement, whether based on contract, tort,
statute or otherwise, including, but not limited to, disputes over
arbitrability and disputes in connection with claims by third parties
(collectively, "Disputes") shall be exclusively governed by and
settled in accordance with the provisions of this Section 8; provided,
--------
however, that nothing contained herein shall preclude either party
-------
from seeking or obtaining (a) injunctive relief or (b) equitable or
other judicial relief to enforce the provisions hereof or, pending
resolution of Disputes hereunder, to preserve the status quo. Seller
or Purchaser (each a "Party") may commence proceedings hereunder by
delivering a written notice to the other Party providing reasonable
description of the Dispute to the other, and expressly requesting
arbitration hereunder. The parties hereby agree to submit all
Disputes to arbitration under the terms hereof, which arbitration
shall be final, conclusive and binding upon the parties, their
successors and assigns. The arbitration shall be conducted in New
York City by three arbitrators acting by majority vote (the "Panel")
selected by agreement of the Parties not later than ten (10) days
after delivery of the Demand or, failing such agreement, appointed
pursuant to the commercial arbitration rules of the American
Arbitration Association, as amended from time to time (the "AAA
Rules"). If an arbitrator so selected becomes unable to serve, his or
her successors shall be similarly selected or appointed. The
arbitration shall be conducted pursuant to the Federal Arbitration Act
and such procedures as the Parties may agree, or, in the absence of or
failing such agreement, pursuant to the AAA Rules. Notwithstanding
the foregoing: (i) each Party shall have the right to audit the books
and records of the other Party that are reasonably related to the
Dispute; (ii) each Party shall provide to the other, reasonably in
advance of any hearing, copies of all documents which a Party intends
to present in such hearing; and (iii) each party shall be allowed to
conduct reasonable discovery through written requests for information,
document requests, requests for stipulation of fact and depositions,
the nature and extent of which discovery shall be determined by the
Panel, taking into account the needs of the Parties and the
desirability of making discovery expeditious and cost effective. All
hearings shall be conducted on an expedited schedule, and all pro-
ceedings shall be confidential. Either
<PAGE>
<PAGE>
party may at its expense make a stenographic record thereof. The
Panel shall complete all hearings not later than ninety (90) days
after its selection or appointment, and shall make a final award not
later than thirty (30) days thereafter. The award shall be in writing
and shall specify the factual and legal basis for the award. The
Panel shall apportion all costs and expenses of arbitration, including
the Panel's fees and expenses and fees and expenses of experts,
between the prevailing and non-prevailing Party as the Panel deems
fair and reasonable. Notwithstanding the foregoing, in no event may
the Panel award multiple, punitive or exemplary damages. Any
arbitration award shall be binding and enforceable against the parties
hereto and judgment may be entered thereon in any court of competent
jurisdiction.
9. Miscellaneous.
-------------
9.1 No Impeachment. Neither of the parties hereto shall
--------------
impeach this Agreement on the grounds that any of the Directors of
Seller stand in any fiduciary position to Purchaser or that any of the
Directors of Purchaser stand in any fiduciary position to Seller or
that the Directors of either party do not constitute an independent
Board.
9.2 Assignments. Except as provided in this Section 9.2,
-----------
neither party may assign or transfer any of its rights and obligations
under this Agreement without the prior written consent of the other
party. Notwithstanding the foregoing, Seller acknowledges and agrees
that Purchaser may assign its rights and obligations under this
Agreement to Jacuzzi, Inc., Jacuzzi, Inc. may assign such rights and
obligations to JUSI Holdings, Inc., and JUSI Holdings, Inc. may assign
such rights and obligations to one or more of its subsidiaries,
provided that such an assignment shall have no effect on, and shall
not be deemed to constitute a release of Purchaser (or Jacuzzi, Inc.
or JUSI Holdings, Inc.) from, its obligations under this Agreement.
9.3 Governing Law; Counterparts. This Agreement shall be
---------------------------
governed by and construed in accordance with the internal laws of the
State of New York and may be executed in more than one counterpart and
by different parties of each counterpart and all such counterparts
when executed shall form one and the same agreements.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have caused this
Agreement to be signed and delivered by their respective officers,
thereunto duly authorized, all as of the date first written above.
KIDDE INDUSTRIES, INC.
By:/s/ George H. Hempstead
------------------------------------------
Name: George H. Hempstead
Title: Vice President
USI AMERICAN HOLDINGS, INC.
By:/s/ Graham Dransfield
------------------------------------------
Name: Graham Dransfield
Title: Vice President
<PAGE>
Exhibit 5
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT is made the 31st day of May, 1995
BETWEEN:
(1) USI American Holdings, Inc., a Delaware corporation (the
"Assignor"); and
(2) Jacuzzi Inc., a Delaware corporation (the "Assignee").
WHEREAS:
(A) Assignor has entered into the agreements listed on Annex A hereto
(collectively, the "Agreements") and wishes to assign its rights
and obligations under the Agreements to Assignee.
(B) Assignee wishes to acquire the Assignor's rights and to assume
all of the Assignor's obligations and liabilities under the
Agreements.
NOW, THEREFORE, it is hereby agreed as follows:
1. Assignor hereby assigns, transfers, conveys and delivers all of
its rights and interest in and to each of the Agreements to the
Assignee. For the avoidance of doubt, Assignor does not hereby
assign its rights or obligations under any Indemnification
Agreement or Tax Sharing and Indemnification Agreement attached
to or referred to in any of the Agreements.
2. Assignee hereby accepts the assignment of the Assignor's rights
and interest in each of the Agreements and assumes all the
obligations and liabilities of Assignor under each of the
Agreements.
3. This Assignment and Assumption Agreement shall be binding on and
inure to the benefit of the Assignor and the Assignee and their
respective successors and assigns.
4. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the internal laws of the State of
New York.
5. Neither of the parties hereto shall impeach this Agreement on the
grounds that any of the Directors of Assignor stand in any
fiduciary position to Assignee or that any of the Directors of
Assignee stand in any fiduciary position to
NYFS02...:\13\51513\0220\1323\ASSIGNUS.57A
<PAGE>
<PAGE>
Assignor or that the Directors of either party do not constitute
an independent Board.
IN WITNESS WHEREOF, Assignor and Assignee have caused this
Agreement to be signed and delivered by their respective officers,
thereunto duly authorized, all as of the date first written above.
USI AMERICAN HOLDINGS, INC.
By: /s/ George H. MacLean
-------------------------------------
Name: George H. MacLean
Title: Vice President
JACUZZI INC.
By: /s/ George H. MacLean
-------------------------------------
Name: George H. MacLean
Title: Vice President
<PAGE>
<PAGE>
ANNEX A
Assigned Agreements
-------------------
1. Stock Purchase Agreement between HM Holdings, Inc. and USI
American Holdings, Inc., dated May 30, 1995.
2. Purchase Price Allocation Agreement between HM Holdings, Inc. and
USI American Holdings, Inc., dated May 30, 1995.
3. Stock Purchase Agreement between Kaiser Cement Corporation and
USI American Holdings, Inc., dated May 30, 1995.
4. Stock Purchase Agreement between Kidde Industries, Inc. and USI
American Holdings, Inc., dated May 30, 1995.
5. Purchase Price Allocation Agreement between Kidde Industries,
Inc. and USI American Holdings, Inc., dated May 30, 1995.
6. Stock Purchase Agreement between HMB Holdings, Inc. and USI
American Holdings, Inc., dated May 30, 1995.
7. Stock Purchase Agreement between Kidde Industries, Inc. and USI
American Holdings, Inc. for 1,009,443 shares of IAH owned by
Kidde, dated May 30, 1995.
8. Proceeds Participation Agreement between Hanson Natural Resources
Company and USI American Holdings, Inc. with respect to the
shares of Smith Corona Corporation, dated May 30, 1995.
9. Proceeds Participation Agreement between HM Holdings, Inc. and
USI American Holdings, Inc. with respect to the shares of Ground
Round Restaurants, Inc., dated May 30, 1995.
10. Stock Purchase Agreement between Kidde Industries, Inc. and USI
American Holdings, Inc. for 258,600 shares of Richton
International Corporation, dated May 30, 1995.
11. Asset Purchase Agreement between Quantum Chemical Corporation and
USI American Holdings, Inc., dated May 30, 1995.
12. Asset Purchase Agreement between Spartus Corporation and USI
American Holdings, Inc., dated May 30, 1995.
<PAGE>
<PAGE>
13. Stock Purchase Agreement between Endicott Johnson Corporation and
USI American Holdings, Inc., dated May 30, 1995.
14. Purchase Price Allocation Agreement between Endicott Johnson
Corporation and USI American Holdings, Inc., dated May 30, 1995.
15. Asset Purchase Agreement between Endicott Johnson Corporation and
USI American Holdings, Inc., dated May 30, 1995.
16. Asset Purchase Agreement between Hanson America Inc. and USI
American Holdings, Inc., dated May 30, 1995.
17. Real Estate Purchase Agreement between Gold Fields America Corp.
and USI American Holdings, Inc., dated May 30, 1995.
