<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TOMKINS PLC
________________________________________________________________________________
(Name of Issuer)
ORDINARY SHARES OF 5P EACH
________________________________________________________________________________
(Title of Class of Securities)
890030208
________________________________________________________________________________
(CUSIP Number)
THOMAS A. RICHARDSON, ESQ.
HOLME ROBERTS & OWEN LLC
1700 LINCOLN STREET, SUITE 4100
DENVER, COLORADO 80203
(303) 861-7000
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 29, 1996
________________________________________________________________________________
(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 /X/.
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 2 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEBURTA GATES ATHERTON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
3,086,695*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 113,488,271
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,086,695*
WITH
10 SHARED DISPOSITIVE POWER
113,488,271
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,574,966
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.94%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 3 of 26
* ALL OF THESE SHARES, WHICH ARE NOT INCLUDED AMONG THE SHARES SHOWN AS
BENEFICIALLY OWNED BY LEBURTA GATES ATHERTON WITH SHARED VOTING POWER AND
SHARED DISPOSITIVE POWER, ARE HELD BY A TRUST OVER WHICH MS. ATHERTON HAS A
POWER OF REVOCATION. ALTHOUGH MS. ATHERTON DOES NOT CURRENTLY EXERCISE ANY
VOTING OR DISPOSITIVE POWERS WITH RESPECT TO THESE SHARES, SHE COULD REVOKE
THE TRUST AND THEREAFTER EXERCISE SOLE VOTING AND DISPOSITIVE POWERS WITH
RESPECT TO THE SHARES.
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 4 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLA GATES CANNON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 128,976,857
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
128,976,857
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,976,857
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.80%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 5 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VALERIE GATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 85,134,998
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
85,134,998
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,134,998
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.69%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 6 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS S. WOODRUFF
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 43,751,437
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
43,751,437
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,751,437
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.55%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 7 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BERENICE GATES HOPPER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
8,739,832*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 117,182,278
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8,739,832*
WITH
10 SHARED DISPOSITIVE POWER
117,182,278
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,182,278
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.98%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 8 of 26
* ALL OF THESE SHARES ARE INCLUDED AMONG THE SHARES SHOWN AS BENEFICIALLY
OWNED BY BERENICE GATES HOPPER WITH SHARED VOTING POWER AND SHARED
DISPOSITIVE POWER. MS. HOPPER IS SHOWN AS HAVING BOTH SOLE AND SHARED
POWERS WITH RESPECT TO THESE SHARES BECAUSE THE SHARES ARE HELD BY A TRUST
OF WHICH MS. HOPPER IS THE GRANTOR AND A CO-TRUSTEE AND OVER WHICH MS.
HOPPER HAS A POWER OF REVOCATION. ALTHOUGH MS. HOPPER CURRENTLY SHARES
(WITH THE OTHER CO-TRUSTEES OF THE TRUST) VOTING AND DISPOSITIVE POWERS
WITH RESPECT TO THESE SHARES, SHE COULD REVOKE THE TRUST AND THEREAFTER
EXERCISE SOLE VOTING AND DISPOSITIVE POWERS WITH RESPECT TO THE SHARES.
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 9 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES C. GATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
7,375,138*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 114,886,465
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,375,138*
WITH
10 SHARED DISPOSITIVE POWER
114,886,465
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,439,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.93%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 10 of 26
* 5,821,904 OF THESE SHARES ARE INCLUDED AMONG THE SHARES SHOWN AS
BENEFICIALLY OWNED BY CHARLES C. GATES WITH SHARED VOTING POWER AND SHARED
DISPOSITIVE POWER. MR. GATES IS SHOWN AS HAVING BOTH SOLE AND SHARED
POWERS WITH RESPECT TO THESE SHARES BECAUSE THE SHARES ARE HELD BY A TRUST
OF WHICH MR. GATES IS THE GRANTOR AND A CO-TRUSTEE AND OVER WHICH MR. GATES
HAS A POWER OF REVOCATION. ALTHOUGH MR. GATES CURRENTLY SHARES (WITH THE
OTHER CO-TRUSTEES OF THE TRUST) VOTING AND DISPOSITIVE POWERS WITH RESPECT
TO THESE SHARES, HE COULD REVOKE THE TRUST AND THEREAFTER EXERCISE SOLE
VOTING AND DISPOSITIVE POWERS WITH RESPECT TO THE SHARES.
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 11 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES A. WOODRUFF III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 29,074,621
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
29,074,621
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,074,621
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.39%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 12 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JUNE S. GATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 5,821,903
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
5,821,903
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,821,903
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.49%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 13 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HAZEL GATES WOODRUFF
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 995,680
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
995,680
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,680
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 14 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARJORY A. NEWELL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
29,857
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 1,181,857
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 29,857
WITH
10 SHARED DISPOSITIVE POWER
1,181,857
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,211,714
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 15 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRANK C. ATHERTON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
29,857
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 1,181,857
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 29,857
WITH
10 SHARED DISPOSITIVE POWER
1,181,857
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,211,714
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 16 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BURTA ATHERTON BROOKS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
14,928
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED 1,108,689
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 14,928
WITH
10 SHARED DISPOSITIVE POWER
1,108,689
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,123,618
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 17 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DIANE G. WALLACH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
34,830
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 34,830
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 18 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN S. GATES
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
14,928
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 14,928
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,928
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 19 of 26
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GATES FAMILY FOUNDATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
7 SOLE VOTING POWER
1,199,792
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED -0-
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,199,792
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,199,792
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 20 of 26
ITEM 1. SECURITY AND ISSUER.
- ----------------------------
THE CLASS OF EQUITY SECURITIES TO WHICH THIS SCHEDULE 13D RELATES IS
ORDINARY SHARES OF 5P EACH (THE "ORDINARY SHARES").
THE ISSUER OF THE ORDINARY SHARES IS TOMKINS PLC (THE "COMPANY"), WHOSE
PRINCIPAL EXECUTIVE OFFICES ARE LOCATED AT EAST PUTNEY HOUSE, 84 UPPER RICHMOND
ROAD, LONDON, ENGLAND. THE COMPANY IS A BROADLY BASED INDUSTRIAL MANAGEMENT
COMPANY WHICH OWNS AND OPERATES BUSINESSES LOCATED PRINCIPALLY IN THE UNITED
STATES AND THE UNITED KINGDOM. THE COMPANY IS PRIMARILY ENGAGED IN SIX BUSINESS
SECTORS: (1) FLUID CONTROLS, (2) SERVICES TO INDUSTRY, (3) PROFESSIONAL, GARDEN
AND LEISURE PRODUCTS, (4) INDUSTRIAL PRODUCTS, (5) MILLING AND BAKING AND (6)
FOOD PRODUCTS.
ITEM 2. IDENTITY AND BACKGROUND
- --------------------------------
(a) THIS SCHEDULE 13D IS FILED ON BEHALF OF EACH OF THE FOLLOWING PERSONS,
WHO TOGETHER MAY COMPRISE ONE OR MORE GROUPS UNDER SECTION 13(D)(3) OF THE
SECURITIES EXCHANGE ACT OF 1934 (THE "ACT") WITH RESPECT TO THE ORDINARY SHARES
DESCRIBED IN THIS SCHEDULE.*
CHARLES C. GATES
LEBURTA GATES ATHERTON
CHARLA GATES CANNON
VALERIE GATES
THOMAS S. WOODRUFF
BERENICE GATES HOPPER
JAMES A. WOODRUFF III
JUNE S. GATES
HAZEL GATES WOODRUFF
FRANK C. ATHERTON
BURTA ATHERTON BROOKS
MARJORY A. NEWELL
DIANE G. WALLACH
JOHN S. GATES
THE GATES FAMILY FOUNDATION
THE FILING PERSONS ARE MAKING A SINGLE JOINT FILING PURSUANT TO RULE 13D-1(F)(2)
ALTHOUGH THE FILING PERSONS DO NOT EXPRESSLY AFFIRM THE EXISTENCE OF ANY GROUP.
* IMMEDIATELY AFTER THE ACQUISITIONS BEING REPORTED ON THIS SCHEDULE 13D,
THREE PERSONS RESIGNED AS TRUSTEES OF VARIOUS TRUSTS AND WERE REPLACED BY
CERTAIN PERSONS LISTED ABOVE. THE PERSONS WHO RESIGNED ARE T.J. GIBSON
(WHO WAS REPLACED BY VALERIE GATES AND LEBURTA GATES ATHERTON), DONALD E.
MILLER (WHO WAS REPLACED BY CHARLA GATES CANNON) AND J.M. RIESS (WHO WAS
REPLACED BY CHARLES C. GATES AND VALERIE GATES).
(b) THE BUSINESS ADDRESS OF EACH OF THE FILING PERSONS WHO ARE
INDIVIDUALS IS C/O GATES CAPITAL MANAGEMENT LLC, 3773 CHERRY CREEK NORTH DRIVE,
SUITE 690, DENVER, COLORADO 80209.
THE BUSINESS ADDRESS OF THE GATES FAMILY FOUNDATION IS 3200 CHERRY
CREEK SOUTH DRIVE, SUITE 630, DENVER, COLORADO 80209.
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 21 of 26
(c) THE PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF EACH FILING PERSON
WHO IS AN INDIVIDUAL AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY
CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED IS AS
FOLLOWS:
CHARLES C. GATES CHAIRMAN OF THE BOARD
CODY COMPANY*
3773 CHERRY CREEK NORTH DRIVE, SUITE 612
DENVER, COLORADO 80209
LEBURTA GATES ATHERTON MANAGES HER OWN PERSONAL INVESTMENTS
CHARLA GATES CANNON MANAGES HER OWN PERSONAL INVESTMENTS
VALERIE GATES MANAGES HER OWN PERSONAL INVESTMENTS
THOMAS S. WOODRUFF SELF-EMPLOYED
BERENICE GATES HOPPER MANAGES HER OWN PERSONAL INVESTMENTS
JAMES A. WOODRUFF III SELF-EMPLOYED
JUNE S. GATES MANAGES HER OWN PERSONAL INVESTMENTS
HAZEL GATES WOODRUFF SELF-EMPLOYED
FRANK C. ATHERTON VICE PRESIDENT/TRUST OFFICER
THE HAWAIIAN TRUST COMPANY*
POST OFFICE BOX 3170
HONOLULU, HAWAII 96802
BURTA ATHERTON BROOKS MANAGES HER OWN PERSONAL INVESTMENTS
MARJORY A. NEWELL MANAGES HER OWN PERSONAL INVESTMENTS
DIANE G. WALLACH EXECUTIVE VICE PRESIDENT
CODY COMPANY*
3773 CHERRY CREEK NORTH DRIVE, SUITE 612
DENVER, COLORADO 80209
JOHN S. GATES ARCHITECT
BAKER FALLIN & ASSOCIATES*
1280 UTE AVENUE
ASPEN, COLORADO 81611
* THE PRINCIPAL BUSINESSES OF CODY COMPANY ARE OIL AND GAS EXPLORATION AND
DEVELOPMENT, LAND DEVELOPMENT, AND RANCHING. THE PRINCIPAL BUSINESSES OF
THE HAWAIIAN TRUST COMPANY ARE BANKING AND TRUST ADMINISTRATION. THE
PRINCIPAL BUSINESS OF BAKER FALLIN & ASSOCIATES IS ARCHITECTURAL DESIGN.
(d) and (e) NONE OF THE ABOVE NAMED PERSONS HAS, DURING THE LAST FIVE
YEARS, (I) BEEN CONVICTED IN A CRIMINAL PROCEEDING OR (II) BEEN A PARTY TO A
CIVIL PROCEEDING AND AS A RESULT OF WHICH WAS OR IS SUBJECT TO A JUDGMENT,
DECREE OR FINAL ORDER ENJOINING FUTURE VIOLATIONS OF, OR PROHIBITING OR
MANDATING ACTIVITIES SUBJECT TO, FEDERAL OR STATE SECURITIES LAWS, OR A
JUDGMENT, DECREE OR FINAL ORDER FINDING ANY VIOLATIONS WITH RESPECT TO SUCH
LAWS.
(f) ALL OF THE ABOVE NAMED INDIVIDUALS ARE CITIZENS OF THE UNITED
STATES OF AMERICA, AND THE GATES FAMILY FOUNDATION IS A CORPORATION ORGANIZED
AND EXISTING UNDER THE LAWS OF THE STATE OF COLORADO.
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 22 of 26
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
- ----------------------------------------------------------
ON JULY 29, 1996, THE COMPANY ACQUIRED THE GATES CORPORATION ("GATES")
THROUGH THE ISSUANCE OF 10,532,732 VOTING CUMULATIVE PERPETUAL CONVERTIBLE
PREFERENCE SHARES OF THE COMPANY (WHICH ARE IMMEDIATELY CONVERTIBLE INTO
102,904,791 ORDINARY SHARES) AND 12,667,131 VOTING CUMULATIVE REDEEMABLE
CONVERTIBLE PREFERENCE SHARES OF THE COMPANY (WHICH ARE IMMEDIATELY CONVERTIBLE
INTO 123,757,869 ORDINARY SHARES), IN EXCHANGE FOR ALL OF GATES' COMMON STOCK
OUTSTANDING. THE TWO CLASSES OF PREFERENCE SHARES ARE REFERRED TO HEREIN
COLLECTIVELY AS THE "PREFERENCE SHARES."
ITEM 4. PURPOSE OF TRANSACTION
- -------------------------------
THE ACQUISITION OF THE PREFERENCE SHARES WAS MADE PURSUANT TO AN
AGREEMENT DATED DECEMBER 29, 1995, AS AMENDED, AMONG THE COMPANY, GATES AND ALL
OF THE STOCKHOLDERS OF GATES PURSUANT TO WHICH THE COMPANY ACQUIRED GATES.
NONE OF THE FILING PERSONS HAS ANY PRESENT PLAN OR PROPOSAL THAT
RELATES TO OR WOULD RESULT IN:
(A) THE ACQUISITION BY ANY PERSON OF ADDITIONAL SECURITIES OF THE
COMPANY, OR THE DISPOSITION OF SECURITIES OF THE COMPANY;
(B) AN EXTRAORDINARY CORPORATE TRANSACTION, INVOLVING THE COMPANY OR
ANY OF ITS SUBSIDIARIES;
(C) A SALE OR TRANSFER OF A MATERIAL AMOUNT OF ASSETS OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES;
(D) ANY CHANGE IN THE PRESENT BOARD OF DIRECTORS OF THE COMPANY OR
MANAGEMENT OF THE COMPANY;*
* THE COMPANY HAS AGREED TO TAKE ALL NECESSARY ACTION TO CAUSE ITS NOMINATION
COMMITTEE TO RECOMMEND THE APPOINTMENT OF CHARLES C. GATES AS A MEMBER OF
THE COMPANY'S BOARD OF DIRECTORS AND TO CAUSE THE COMPANY'S BOARD OF
DIRECTORS TO RATIFY SUCH RECOMMENDATION.
(E) ANY MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OR DIVIDEND
POLICY OF THE COMPANY;
(F) ANY MATERIAL CHANGE IN THE COMPANY'S BUSINESS OR CORPORATE
STRUCTURE;
(G) ANY CHANGE IN THE COMPANY'S ARTICLES OF ASSOCIATION, OR OTHER
ACTION WHICH MAY IMPEDE THE ACQUISITION OF CONTROL OF THE COMPANY BY ANY PERSON;
(H) CAUSING A CLASS OF SECURITIES OF THE COMPANY TO BE DELISTED FROM A
NATIONAL SECURITIES EXCHANGE;
(I) A CLASS OF EQUITY SECURITIES OF THE COMPANY BECOMING ELIGIBLE FOR
TERMINATION OF REGISTRATION PURSUANT TO SECTION 12(G)(4) OF THE ACT; OR
(J) ANY ACTION SIMILAR TO ANY OF THE FOREGOING.
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 23 of 26
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
(A) THE AGGREGATE NUMBER AND PERCENTAGE OF ORDINARY SHARES BENEFICIALLY
OWNED BY EACH OF THE FILING PERSONS AS OF AUGUST 7, 1996, ARE AS FOLLOWS:
<TABLE>
<CAPTION>
AGGREGATE
BENEFICIAL PERCENT
NAME OWNERSHIP* OF CLASS
---- ----------- ---------
<S> <C> <C>
CHARLES C. GATES 116,439,700 8.93%
LEBURTA GATES ATHERTON 116,574,966 8.94%
CHARLA GATES CANNON 128,976,857 9.80%
VALERIE GATES 85,134,998 6.69%
THOMAS S. WOODRUFF 43,751,437 3.55%
BERENICE GATES HOPPER 117,182,278 8.98%
JAMES A. WOODRUFF III 29,074,621 2.39%
JUNE S. GATES 5,821,903 0.49%
HAZEL GATES WOODRUFF 995,680 0.08%
FRANK C. ATHERTON 1,211,714 0.10%
BURTA ATHERTON BROOKS 1,123,618 0.09%
MARJORY A. NEWELL 1,211,714 0.10%
DIANE G. WALLACH 34,830 0.00%
JOHN S. GATES 14,928 0.00%
THE GATES FAMILY FOUNDATION 1,199,792 0.10%
</TABLE>
* CONSISTS OF THE RIGHT TO ACQUIRE BENEFICIAL OWNERSHIP OF ORDINARY SHARES
UPON CONVERSION OF THE PREFERENCE SHARES, WHICH ARE ALL CONVERTIBLE AS OF
THE DATE OF THIS SCHEDULE 13D.
(B) EXCEPT AS PROVIDED IN THE NEXT PARAGRAPH BELOW, EACH OF THE FILING
PERSONS WHO IS AN INDIVIDUAL HAS SHARED VOTING AND DISPOSITIVE POWER WITH
RESPECT TO ALL OF THE ORDINARY SHARES LISTED OPPOSITE HIS OR HER NAME IN (A)
ABOVE, AS TRUSTEE OF ONE OR MORE OF 76 GATES FAMILY TRUSTS THAT HOLD,
COLLECTIVELY WITH THE GATES FAMILY FOUNDATION, SUBSTANTIALLY ALL OF THE
PREFERENCE SHARES. THE GATES FAMILY FOUNDATION HAS SOLE VOTING AND DISPOSITIVE
POWER WITH RESPECT TO ALL OF THE ORDINARY SHARES LISTED OPPOSITE ITS NAME.
EACH OF CHARLES C. GATES, LEBURTA GATES ATHERTON, AND BERENICE GATES
HOPPER, RESPECTIVELY, IS THE GRANTOR OF AND HAS A POWER OF REVOCATION WITH
RESPECT TO A TRUST THAT HOLDS 5,821,904 SHARES, 3,086,695 SHARES, AND 8,739,832
SHARES. THEREFORE, WITH RESPECT TO EACH OF THESE TRUSTS, THE GRANTOR COULD
REVOKE THE TRUST AND THEREAFTER EXERCISE SOLE VOTING AND DISPOSITIVE POWERS WITH
RESPECT TO THE ORDINARY SHARES IN THAT TRUST. CHARLES C. GATES IS THE SOLE
TRUSTEE OF SIX TRUSTS THAT, IN THE AGGREGATE, HOLD 1,553,234 SHARES, AND THUS,
MR. GATES EXERCISES SOLE VOTING AND DISPOSITIVE POWERS WITH RESPECT TO THE
ORDINARY SHARES IN THOSE TRUSTS. FRANK C. ATHERTON IS THE SOLE TRUSTEE OF TWO
TRUSTS THAT, IN THE AGGREGATE, HOLD 29,857 SHARES, AND THUS, MR. ATHERTON
EXERCISES SOLE VOTING AND DISPOSITIVE POWERS WITH RESPECT TO THE ORDINARY SHARES
IN THOSE TRUSTS. BURTA ATHERTON BROOKS IS THE SOLE TRUSTEE OF ONE TRUST THAT
HOLDS 14,928 SHARES, AND THUS, MS. BROOKS EXERCISES SOLE VOTING AND DISPOSITIVE
POWERS WITH RESPECT TO THE ORDINARY SHARES IN THAT TRUST. MARJORY A. NEWELL IS
THE SOLE TRUSTEE OF TWO TRUSTS THAT, IN THE AGGREGATE, HOLD 29,857 SHARES, AND
THUS, MS. NEWELL EXERCISES SOLE VOTING AND DISPOSITIVE POWERS WITH RESPECT TO
THE ORDINARY SHARES IN THOSE TRUSTS. DIANE G. WALLACH IS THE SOLE TRUSTEE OF
THREE TRUSTS THAT, IN THE AGGREGATE, HOLD 34,830 SHARES, AND THUS, MS. WALLACH
EXERCISES SOLE VOTING AND DISPOSITIVE POWERS WITH RESPECT TO THE ORDINARY SHARES
IN THOSE TRUSTS.
<PAGE>
CUSIP NO. 890030208 SCHEDULE 13D Page 24 of 26
JOHN S. GATES IS THE SOLE TRUSTEE OF ONE TRUST THAT HOLDS 14,928 SHARES, AND
THUS, MR. GATES EXERCISES SOLE VOTING AND DISPOSITIVE POWERS WITH RESPECT TO THE
ORDINARY SHARES IN THAT TRUST.
(C) NONE OF THE FILING PERSONS HAS EFFECTED ANY
TRANSACTIONS IN THE ORDINARY SHARES DURING THE LAST 60 DAYS.
(D) NOT APPLICABLE.
(E) NOT APPLICABLE.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
- ------------------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
- ----------------------------
THE COMPANY AND ALL OF THE FILING PERSONS HAVE ENTERED INTO AN
AGREEMENT (THE "COORDINATION AGREEMENT") PURSUANT TO WHICH, FOR A PERIOD OF TWO
YEARS AND THEREAFTER FOR AS LONG AS THE FILING PERSONS HOLD AN AGGREGATE OF AT
LEAST 40,000,000 FULLY DILUTED ORDINARY SHARES, THE COMPANY AND THE FILING
PERSONS WILL, UNLESS OTHERWISE AGREED TO BY THE COMPANY, (I) COOPERATE AND
CONSULT WITH ONE ANOTHER AND THEIR RESPECTIVE REPRESENTATIVES IN CONNECTION WITH
THE TRANSFER BY THE FILING PERSONS OF ANY PREFERENCE SHARES OR ORDINARY SHARES
(COLLECTIVELY, "REGISTRABLE SHARES") IN ORDER TO DETERMINE THE MANNER IN WHICH
TO TRANSFER SUCH SHARES, AND (II) SUBJECT TO CERTAIN EXCEPTIONS, INCLUDING
CERTAIN DE MINIMIS TRANSFERS, ABIDE BY CERTAIN PROCEDURES IN CONNECTION WITH THE
OWNERSHIP AND DISPOSITION OF ANY REGISTRABLE SHARES. PURSUANT TO THE
COORDINATION AGREEMENT, THE FILING PERSONS WILL HAVE THE RIGHT, AT ANY TIME
AFTER THE SECOND ANNIVERSARY OF THE ACQUISITION OF THE PREFERENCE SHARES, TO
REQUIRE THE COMPANY TO USE ITS BEST EFFORTS TO REGISTER UNDER THE SECURITIES ACT
OF 1933 AND THE SECURITIES OR BLUE SKY LAWS OF ANY JURISDICTION REASONABLY
REQUESTED BY THE FILING PERSONS ALL OR A PORTION OF THE REGISTRABLE SHARES FOR
SALE IN ACCORDANCE WITH THE FILING PERSONS' INTENDED METHOD OF DISPOSITION
THEREOF AND TO REQUIRE THE COMPANY TO USE ITS BEST EFFORTS TO CAUSE THE
REGISTRABLE SHARES TO BE LISTED ON THE NEW YORK STOCK EXCHANGE AND THE LONDON
STOCK EXCHANGE. SUCH DEMAND REGISTRATION RIGHTS WILL BE SUBJECT TO THE
CONDITION THAT THE COMPANY WILL NOT BE REQUIRED TO EFFECT MORE THAN FIVE DEMAND
REGISTRATIONS AND WILL NOT BE REQUIRED TO EFFECT A DEMAND REGISTRATION WITH
RESPECT TO REGISTRABLE SHARES WHICH REPRESENT IN THE AGGREGATE FEWER THAN 20
MILLION ORDINARY SHARES ON A FULLY DILUTED BASIS. IN ADDITION, IF THE COMPANY
REASONABLY DETERMINES THAT EFFECTING A DEMAND REGISTRATION WOULD (A) REQUIRE THE
DISCLOSURE OF MATERIAL INFORMATION THAT THE COMPANY HAS A BONA FIDE BUSINESS
PURPOSE FOR PRESERVING AS CONFIDENTIAL OR (B) LIKELY HAVE AN ADVERSE EFFECT ON
ANY OF THE COMPANY' PLANS TO ENGAGE IN A FINANCING TRANSACTION, MERGER,
CONSOLIDATION, TENDER OFFER OR SIMILAR TRANSACTION, THE COMPANY MAY, SUBJECT TO
CERTAIN LIMITATIONS, DELAY EFFECTING A DEMAND REGISTRATION FOR UP TO 120 DAYS
AFTER THE COMPANY MAKES SUCH REASONABLE DETERMINATION. THE COMPANY WILL PAY ALL
EXPENSES RELATING TO THE PERFORMANCE OF, OR COMPLIANCE WITH, DEMAND REGISTRATION
UNDER THE COORDINATION AGREEMENT.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
- -----------------------------------------
POWER OF ATTORNEY FOR THE INDIVIDUAL FILING PERSONS ARE FILED AS AN
EXHIBIT TO THIS SCHEDULE 13D.
<PAGE>
CONSENT OF STOCKHOLDERS
OF
THE GATES CORPORATION
The undersigned, being all of the Stockholders (the "Stockholders") of The
Gates Corporation, a Delaware corporation ("Gates"), take the actions below in
their indicated capacities as of July 24, 1996.
All capitalized terms not defined herein shall have the meanings attributed
to them in the agreement dated December 29, 1995, as amended (the "Exchange
Agreement") among Gates, the Stockholders and Tomkins PLC ("Tomkins").
I
In Capacity as Voting Stockholders
----------------------------------
In their capacity as Stockholders taking action on behalf of Gates, the
Stockholders take the following actions:
1. Reaffirm Gates' execution of the Exchange Agreement, as originally
executed, and each of its amendments to the date hereof, and all actions taken
or to be taken thereunder by Gates.
2. Approve the terms, and Gates' execution, of (a) the proposed Cody
Agreement and the proposed Tax Sharing Agreement between Gates and Cody, (b)
documentation in connection with the merger of The Gates Rubber Company into
Gates and the mergers of Gates Land Company and A Bar A Ranch, Inc., into Cody,
and (c) the proposed Consulting and Non-Compete Agreement among Charles C.
Gates, Jr., Gates and Tomkins.
3. Reaffirm establishment of The Gates Long Term Service Recognition Plan,
under which selected Gates officers and employees will receive Gates common
stock prior to the closing, and authorizes the payments by Gates of the other
benefits set forth on Exhibit A hereto and the withholding of income and other
taxes applicable to such payments.
II
Individually, as Stockholders of Gates
--------------------------------------
Acting individually, as a Stockholder of Gates, each Stockholder takes the
following actions:
1. Reaffirms execution of the Exchange Agreement, acting alone or through
the Stockholders' Representative, and performance of the Stockholder's
obligations thereunder, including exchange of the Stockholder's shares of Gates
common stock for Tomkins preference shares.
<PAGE>
2. Affirms the terms of, and agrees to execute and deliver, the proposed
Coordination Agreement, and to carry out and perform the Stockholder's
obligations thereunder.
3. Reaffirms the actions taken on its behalf by Gates in obtaining the
Guarantee dated February 27, 1996, and issued by Morgan Guaranty Trust Company
of New York in favor of Charles C. Gates, Jr., as Stockholders' Representative.
4. With the exception of The Gates Family Foundation, (a) appoints Gates
Capital Management, LLC, a Colorado limited liability company, to act as the
Stockholder's nominee for the purpose of holding title to the Tomkins preference
shares and Cody common shares in accordance with the terms of the Nominee
Agreement, attached hereto as Exhibit B and hereby made a part of this Consent
of Stockholders, (b) approves the terms of the Nominee Agreement, and (c)
requests Tomkins or its representative and Cody, respectively, to issue the
Stockholder's Tomkins preference shares and Cody common shares in the name of
such nominee, rather than in the name of the Stockholder.
5. Acknowledges, approves and hereby reconfirms the Stockholder's
appointment of Charles C. Gates, also known as Charles C. Gates, Jr., as
Stockholders' Representative pursuant to the Exchange Agreement and for all
other purposes for which individual actions by the Stockholder, as such, are
required or advisable.
6. Acknowledges and supports the appointment of Charles C. Gates, also
known as Charles C. Gates, Jr., as a member of the Board of Directors of
Tomkins, as set forth in section 7.27 of the Exchange Agreement.
7. If required to execute a Gain Recognition Agreement pursuant to section
1.367(a)-3T(g) of the Treasury Regulations under the Internal Revenue Code,
agrees to execute and deliver such agreement and to file the annual
certifications and waiver with the Internal Revenue Service as required by
Section V of such agreement.
III
Other Provisions
----------------
1. Except as disclosed in section 5.6 of the Disclosure Schedule to the
Exchange Agreement (the "Disclosure Schedule") and except for The Gates Family
Foundation, each of the Stockholders represent and warrant that such Stockholder
is prohibited by the terms of the trust agreement pursuant to which such
Stockholder was formed to distribute the corpus of such Stockholder's trust to
its beneficiaries until no earlier than December 31, 2006.
2. Following the Closing and until no earlier than December 31, 2006, as
required by section 7.2 of the Exchange Agreement, each of the Stockholders
identified as the trusts enumerated 1 through 10 in section 5.6 of the
Disclosures Schedule will not distribute to its beneficiaries any of its trust
corpus.
-2-
<PAGE>
3. This Consent of Stockholders may be executed in two or more
counterparts, all of which shall be considered one and the same instrument and
shall become effective when two or more counterparts have been signed by all of
the Stockholders, it being understood that the Stockholders need not sign the
same counterpart.
IN WITNESS WHEREOF, the Stockholders have caused this Consent of
Stockholders to be adopted as of the day and year first written above.
/S/ Charles C. Gates
---------------------------
Charles C. Gates
/S/ LeBurta Gates Atherton
---------------------------
LeBurta Gates Atherton
/S/ Charla Gates Cannon
---------------------------
Charla Gates Cannon
/S/ Valerie Gates
---------------------------
Valerie Gates
/S/ Thomas S. Woodruff
---------------------------
Thomas S. Woodruff
/S/ Berenice Gates Hopper
---------------------------
Berenice Gates Hopper
/S/ James A. Woodruff III
---------------------------
James A. Woodruff III
/S/ June S. Gates
---------------------------
June S. Gates
/S/ Hazel Gates Woodruff
---------------------------
Hazel Gates Woodruff
/S/ Frank C. Atherton
---------------------------
Frank C. Atherton
/S/ Burta Atherton Brooks
---------------------------
Burta Atherton Brooks
-3-
<PAGE>
/S/ Marjory A. Newell
-------------------------
Marjory A. Newell
/S/ Diane G. Wallach
-------------------------
Diane G. Wallach
/S/ John S. Gates
-------------------------
John S. Gates
-4-
