<PAGE>
SCHEDULE 13D
CUSIP NO. 093546 10 9 PAGE 20 OF 87
ITEM 1 SECURITY AND ISSUER
SECURITY: Common Stock, $.01 par value per share
ISSUER: Bliss & Laughlin Industries Inc.
281 East 155th Street
Harvey, IL 60426
ITEM 2 IDENTITY AND BACKGROUND
1. a. Gregory H. Parker
c. President and Chief Executive Officer
2. a. Gregory H. Parker
Irrevocable Trust dated October 31, 1988,
Roger G. Fein, Trustee
c/o 225 West Wacker Drive
Chicago, IL 60606
c. Not Applicable
f. Illinois
3. a. F. Elizabeth Parker
c. Spouse of Gregory H. Parker, Homemaker
4. a. Anthony J. Romanovich
c. Senior Vice President
5. a. Barbara A. Romanovich
c. Spouse of Anthony J. Romanovich, Homemaker
6. a. George W. Fleck
c. Vice President Finance/Secretary-Treasurer
7. a. Joan E. Fleck
c. Spouse of George W. Fleck, Homemaker
8. a. Gerald E. Brady
c. Vice President Engineering/Operations
9. a. Carole E. Brady
c. Spouse of Gerald E. Brady, Homemaker
10. a. William P. Daugherty Trust dated May 11, 1989,
William P. Daugherty, Trustee
c. Not Applicable
f. Illinois
11. a. Ellen L. Daugherty Trust dated May 11, 1989
Ellen L. Daugherty, Trustee
c. Not Applicable
f. Illinois
<PAGE>
CUSIP NO. 093546 10 9 PAGE 21 OF 87
12. a. Michael A. DeBias
c. Vice President Purchasing
13. a. Chester J. Pucilowski
c. Vice President Operations - Bliss & Laughlin Steel
Company, 900 West Smith Road, Medina, OH
14. a. Geraldine Pucilowski
c. Spouse of Chester J. Pucilowski, Homemaker
15. a. Richard M. Bogdon
c. Vice President Human Resources
16. a. Phyllis Bogdon
c. Spouse of Richard M. Bogdon, Homemaker
17. a. Carl H. Laib
c. Plant Manager
Tufts Grinding
79 East 34th Street
Chicago Heights, IL 60411
18. a. Richard W. Ressler
c. Eastern Division Sales Manager
With respect to Item 1(b), unless otherwise noted above, the business address of
each of the individuals listed above is:
Bliss & Laughlin Industries Inc.
281 East 155th Street
Harvey, IL 60426
With respect to Item 2(c) unless otherwise noted all occupations are with Bliss
& Laughlin Industries Inc. or its wholly owned subsidiary, Bliss & Laughlin
Steel Company.
With respect to Items 2(d) and (e) for each of the parties listed above, the
response is:
Not applicable
With respect to Item 2(f), for each of the individuals listed above, the
response is:
United States citizen
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
-2-
<PAGE>
CUSIP NO. 093546 10 9 PAGE 22 OF 87
Not applicable
ITEM 4 PURPOSE OF TRANSACTION
This Schedule 13D is being filed by fifteen individuals and three trusts
who might be deemed to comprise a group within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934. The fifteen individuals are current or
former officers of Bliss & Laughlin Industries Inc. (BLI) or its wholly owned
subsidiary, Bliss & Laughlin Steel Company (BLS) and the three trusts are trusts
established for the benefit of certain of the aforementioned individuals and
their families. The parties making this filing are collectively referred to
herein as the "Management Stockholders." As of September 16, 1995 BLI entered
into an Agreement and Plan of Merger ("Merger Agreement") with BRW Steel
Corporation ("BRW") and B & L Acquisition Corporation ("Acquisition Sub"), a
wholly-owned subsidiary of BRW, which contemplates Acquisition Sub being merged
with and into BLI as the surviving corporation ("the Merger") and each
outstanding share of common stock of BLI being converted into the right to
receive $7.75 net to each stockholder. The Merger Agreement is subject to,
among other things, obtaining regulatory approvals, BRW obtaining necessary
financing and the approval of the stockholders of BLI at a special meeting to be
called for that purpose. As a condition to its willingness to enter into the
Merger Agreement, BRW required that certain Management Stockholders sign a Stock
Option Agreement providing, among other things, that the signers grant an option
to BRW to purchase an aggregate of 774,059 of their shares of common stock of
BLI (19.5% of BLI's issued and outstanding shares of common stock) for a
purchase price of $7.75 per share, or such higher price as Acquisition Sub may
pay for a share of common stock of BLI in connection with the Merger and vote
their shares in favor of the merger with BRW. A copy of the Stock Option
Agreement is attached hereto as Exhibit A. Such Management Stockholders have
entered into the Stock Option Agreement and the shares covered by such option
have been placed in escrow pursuant to a Stockholder Escrow Agreement with
LaSalle National Trust N.A. acting as escrow agent.
Such Management Stockholders are also parties to that certain Right of
First Refusal and Standstill Agreement ("Standstill Agreement") dated May 11,
1990 among BLI, Stelco Inc. ("Stelco"), a Canadian corporation, and the
Management Stockholders named therein. Stelco is the owner of 39% of BLI's
outstanding common stock. Pursuant to the Standstill Agreement, Stelco has a
right of first refusal for five business days after it is given notice of the
desire of the Management Stockholders to transfer their BLI shares, to purchase
their shares for the price proposed to be paid by the intended transferee. On
September 16, 1995, such notice was given to Stelco by the Management
Stockholders. A copy of the Standstill Agreement is attached hereto as Exhibit
C.
-3-
<PAGE>
CUSIP NO. 093546 10 9 PAGE 23 OF 87
On September 22, 1995, Stelco filed a lawsuit in the United States District
Court for the Northern District of Illinois against the Management Stockholders
claiming, among other things, that they gave ineffective notice and did not
supply requested information. Stelco sought, among other things, a declaration
that the five business day time period within which to exercise their right of
first refusal would not commence until such information was furnished, and that
they could exercise their right severally, rather than jointly as the Management
Stockholders claimed. Plaintiffs request for a temporary restraining order was
denied on September 22, 1995; but the case has been continued for further
hearings. Thereafter, on September 22, 1995, the Management Stockholders
withdrew their notice.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
a-b. The fifteen individuals and three trusts who might be deemed to
comprise a group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 and who are making this filing beneficially own in the
aggregate, 1,520,759 shares of common stock, par value $.01 per share, of the
issuer representing thirty-eight percent (38%) of the issued and outstanding
common stock of the issuer. The fifteen individuals and three trusts making
this filing have granted an option to BRW to purchase an aggregate of 774,059 of
their shares of common stock of BLI, representing 19.5% of BLI's issued and
outstanding shares of common stock. Information concerning the number of shares
of common stock beneficially owned by each person constituting a member of the
group is contained in the respective cover pages of this Schedule 13D.
Information concerning the number of shares which are subject to the option to
BRW is continued in Schedule B to the Stockholder Escrow Agreement which is
attached hereto as Exhibit B-1.
c. Not applicable
d. None
e. Not applicable
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The fifteen individuals filing this Schedule 13D are officers, former
officers (or their spouses) of Bliss & Laughlin Industries Inc. or BLS. The
three trusts filing this Schedule 13D are trusts established for the benefit of
certain of the aforementioned individuals (and their families).
-4-
<PAGE>
CUSIP NO. 093546 10 9 PAGE 24 OF 87
The Management Stockholders have granted an option to BRW to purchase, in
the aggregate, 774,059 shares of common stock of BLI. SEE Item 4. A copy of
the Stock Option Agreement is attached hereto as Exhibit A.
The Management Stockholders have agreed to deposit certain BLI common stock
beneficially owned by them in escrow pursuant to a Stockholder Escrow Agreement.
SEE Item 4. A copy of the Stockholder Escrow Agreement executed by all of the
Management Stockholders except Mr. Parker, is attached hereto as Exhibit B-1. A
copy of the Stockholder Escrow Agreement executed by Mr. Parker is attached
hereto as Exhibit B-2.
The Management Stockholders and Stelco are parties to the Standstill
Agreement attached hereto as Exhibit C.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit A. Stock Option Agreement
Exhibit B-1. Stockholder Escrow Agreement
Exhibit B-2. Stockholder Escrow Agreement (Parker)
Exhibit C. Right of First Refusal and Standstill
Agreement
-5-
<PAGE>
Page 25 of 87
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
Date: September 25, 1995
/s/ GREGORY H. PARKER
-----------------------------------
Gregory H. Parker
/s/ F. ELIZABETH PARKER
-----------------------------------
F. Elizabeth Parker
-----------------------------------
Roger G. Fein, as Trustee of the
Gregory H. Parker Irrevocable Trust
dated October 31, 1988
/s/ ANTHONY J. ROMANOVICH
-----------------------------------
Anthony J. Romanovich
/s/ BARBARA A. ROMANOVICH
-----------------------------------
Barbara A. Romanovich
/s/ GEORGE W. FLECK
-----------------------------------
George W. Fleck
/s/ JOAN E. FLECK
-----------------------------------
Joan E. Fleck
/s/ GERALD E. BRADY
-----------------------------------
Gerald E. Brady
<PAGE>
Page 26 of 87
SIGNATURE
After reasonable 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.
Date: September 25, 1995
-----------------------------------
Gregory H. Parker
-----------------------------------
F. Elizabeth Parker
/s/ ROGER G. FEIN, AS TRUSTEE
-----------------------------------
Roger G. Fein, as Trustee of the
Gregory H. Parker Irrevocable Trust
dated October 31, 1988
-----------------------------------
Anthony J. Romanovich
-----------------------------------
Barbara A. Romanovich
-----------------------------------
George W. Fleck
-----------------------------------
Joan E. Fleck
-----------------------------------
Gerald E. Brady
<PAGE>
Page 27 of 87
/s/ CAROLE A. BRADY
-----------------------------------
Carole A. Brady
/s/ WILLIAM P. DAUGHERTY
-----------------------------------
William P. Daugherty, as Trustee
of the William P. Daugherty Trust
dated May 11, 1989
/s/ ELLEN L. DAUGHERTY
-----------------------------------
Ellen L. Daugherty, as Trustee of
the Ellen L. Daugherty Trust dated
May 11, 1989
/s/ MICHAEL A. DEBIAS
-----------------------------------
Michael A. DeBias
/s/ RICHARD M. BOGDON
-----------------------------------
Richard M. Bogdon
/s/ PHYLLIS BOGDON
-----------------------------------
Phyllis Bogdon
/s/ CARL H. LAIB
-----------------------------------
Carl H. Laib
-----------------------------------
Richard W. Ressler
-----------------------------------
Chester J. Pucilowski
-----------------------------------
Geraldine Pucilowski
<PAGE>
Page 28 of 87
-----------------------------------
Carole A. Brady
-----------------------------------
William P. Daugherty, as Trustee
of the William P. Daugherty Trust
dated May 11, 1989
-----------------------------------
Ellen L. Daugherty, as Trustee of
the Ellen L. Daugherty Trust dated
May 11, 1989
-----------------------------------
Michael A. DeBias
-----------------------------------
Richard M. Bogdon
-----------------------------------
Phyllis Bogdon
-----------------------------------
Carl H. Laib
/s/ RICHARD W. RESLER
-----------------------------------
Richard W. Resler
/s/ CHESTER J. PUCILOWSKI
-----------------------------------
Chester J. Pucilowski
/s/ GERALDINE PUCILOWSKI
-----------------------------------
Geraldine Pucilowski
<PAGE>
Page 1 of 87
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
---------
Bliss & Laughlin Industries Inc.
--------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01
--------------------------------------------------------
(Title of Class of Securities)
093546 10 9
--------------------------------------------------------
(CUSIP Number)
Roger Fein, 225 W. Wacker Drive, Chicago, IL 60606 (312) 201-2536
------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 16, 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 this statement /x/. (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>
CUSIP No. 093546 10 9 Page 2 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gregory H. Parker
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 279,729
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
279,729
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,729
- -------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 3 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger G. Fein, as Trustee of the Gregory H. Parker Irrevocable
Family Trust under Trust Agreement dated October 31, 1988
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 150,000
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
150,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*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>
CUSIP No. 093546 10 9 Page 4 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
F. Elizabeth Parker
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 50,000
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
50,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 5 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony J. Romanovich
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 157,532
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
157,532
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,532
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 6 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barbara A. Romanovich
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 53,000
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
53,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 7 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George W. Fleck
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 141,892
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
141,892
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,892
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 8 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joan E. Fleck
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 50,000
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
50,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 9 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald E. Brady
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 70,281
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
70,281
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,281
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 10 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carole A. Brady
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 45,000
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
45,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 11 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William P. Daugherty, as Trustee of the William P. Daugherty Trust
dated May 11, 1989
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 65,281
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
65,281
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,281
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*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>
CUSIP No. 093546 10 9 Page 12 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ellen L. Daugherty, as Trustee of the Ellen L. Daugherty Trust
dated May 11, 1989
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
/ /
- -------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 50,000
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
50,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- -------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
00
- -------------------------------------------------------------------------------
*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>
CUSIP No. 093546 10 9 Page 13 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael A. DeBias
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 115,281
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
115,281
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,281
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 14 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chester J. Pucilowski
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 58,281
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
58,281
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,281
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 15 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geraldine Pucilowski
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 57,000
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
57,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 16 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard M. Bogdon
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 42,200
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
42,200
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,200
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 17 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Phyllis Bogdon
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 20,000
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
20,000
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 18 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl H. Laib
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 57,641
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
57,641
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,641
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- -------------------------------------------------------------------------------
(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>
CUSIP No. 093546 10 9 Page 19 of 87 Pages
- -------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard W. Ressler
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS*
Not applicable
- -------------------------------------------------------------------------------
(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 citizen
- -------------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF
SHARES 57,641
BENEFICIALLY --------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------------
WITH (9) SOLE DISPOSITIVE POWER
57,641
--------------------------------------------------
(10) SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,641
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- -------------------------------------------------------------------------------
(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>
EXHIBIT A
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT, dated as of September 16, 1995, by and among
B & L ACQUISITION CORPORATION, a Delaware corporation (the "Purchaser"), BRW
STEEL CORPORATION, a Delaware corporation ("Parent"), and the Management
Stockholders (who are individually named on Schedule A hereto) of the Company
(as defined below) who are parties to that certain First Refusal Agreement (as
defined in Section 2) (each Management Stockholder, a "Stockholder";
collectively all the Management Stockholders, the "Stockholders"), being the
owner of certain shares of common stock, $.01 par value per share (the "Common
Stock"), of BLISS & LAUGHLIN INDUSTRIES INC., a Delaware corporation (the
"Company").
WHEREAS, the Purchaser, Parent and the Company are concurrently herewith
entering into a Merger Agreement dated as of the date hereof (the "Merger
Agreement"), which provides, upon the terms and subject to the conditions
thereof, for the merger of the Purchaser with and into the Company (the
"Merger").
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, the Purchaser desires to acquire an option from the Stockholders to
purchase an aggregate of 774,059 shares of Common Stock of the Company. The
number of such shares pertaining to each Stockholder is set forth opposite the
Stockholder's name on Schedule A hereto (as to each Stockholder, the "Shares");
and in order to induce the Purchaser to proceed with the Merger, the
Stockholders desire to grant an option to the Purchaser to purchase the Shares,
all upon the terms and conditions of this Agreement.
WHEREAS, the taking of various steps which are necessary in order to
accomplish the Merger will require the Purchaser and the Company to spend
significant sums of money and use substantial amounts of time of their key
employees.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein and in the Merger Agreement, the parties hereto,
intending legally to be bound, do hereby agree as follows:
1. GRANT OF STOCK OPTION. The Stockholder hereby grants to the Purchaser
an exclusive and irrevocable option (the "Stock Option") to purchase during a
period commencing on the date hereof (the "Option Commencement Date"), subject
to the provisions of Section 3 below, and ending on the Termination Date
(hereinafter defined), the Shares at a price per share of $7.75, or any higher
price paid by Purchaser for a share of Common Stock of the Company in the
Merger, payable as provided in Section 3 below (the "Purchase Price"). The
Option Price shall be paid in cash at the Closing (as hereinafter defined).
<PAGE>
2. EXERCISE OF STOCK OPTION. Provided that (a) Stelco Inc. ("Stelco") has
not purchased the Shares pursuant to the exercise of Stelco's rights under
Section 3.3 of the Right of First Refusal and Standstill Agreement dated May 11,
1990 (the "First Refusal Agreement") (such purchase a "First Refusal Purchase"),
(b) no preliminary or permanent injunction or other order issued by any federal
or state court of competent jurisdiction in the United States of America shall
be in effect which would prohibit the purchase or delivery of Shares hereunder
and (c) any applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") shall have expired with respect to such
purchase and delivery, the Purchaser may exercise the Stock Option, in whole, at
any time or from time to time, from the Option Commencement Date until that date
(the "Termination Date") which is the earlier of (i) December 29, 1995, or
(ii) termination of the Merger Agreement due to a material breach by the
Purchaser of its obligations under the Merger Agreement. Stockholder agrees
that if, prior to the first anniversary of the date of this Agreement, the
Stockholder or any assignee of the Stockholder or the Company enters into an
agreement to (i) sell or exchange all or substantially all of the Common Stock
of the Company held by the Stockholder or an affiliate of the Stockholder to or
with a third party, Stockholder or any assignee of the Stockholder will promptly
pay Purchaser an amount equal to fifty percent (50%) of the difference between
the Subsequent Share Price (as defined below) received for the Shares in such
subsequent transaction and the product of $7.75 and the number of Shares. For
the purposes of this Section 2, "Subsequent Share Price" shall mean the sum of
the aggregate consideration received by the Stockholder or any assignee of the
Stockholder in the transaction reduced by the expenses and out of pocket fees
incurred by Stockholder or its affiliates or on their behalf in connection with
the sale of the Shares. If the Stockholder or any assignee of the Stockholder
or the Company receives consideration other than cash, the Stockholder may elect
to pay the amount due the Purchaser under this Section 2 in like kind
consideration or in cash. Prior to the Termination Date, other than as
permitted in Section 4 below, the Stockholder will not take, and will refrain
from taking, any action which would have the effect of preventing or disabling
the Stockholder from delivering the Shares to the Purchaser upon exercise of the
Stock Option or from otherwise performing its obligations under this Agreement.
3. DELIVERY OF SHARES; ESCROW ARRANGEMENTS; PAYMENT FOR SHARES. Within
three (3) days after the date of this Agreement, the Stockholder shall deliver
in escrow to an escrow agent (the "Escrow Agent"), to be selected by the
Purchaser and reasonably acceptable to the Stockholder, (i) duly executed share
certificates representing the Shares accompanied by stock powers endorsed in
blank and with signatures guaranteed and such other documents as may be
reasonably necessary to transfer record ownership of Shares into the Purchaser's
name on the stock
-2-
<PAGE>
transfer books of the Company or (ii) book confirmation of the transfer of
Shares to the account of the Escrow Agent or its nominee with the Depository
Trust Company. If this Agreement is terminated, the unpurchased Shares and any
certificates for the unpurchased Shares and related stock powers and other
documents shall be returned to the Stockholder within two business days
following such termination; provided, however, if a cancellation fee and
expenses are owed under Section 14 hereof, the Shares shall remain in the
account of the Escrow Agent until the Stockholder has paid such cancellation fee
and expenses in full. The Stockholder and Purchaser agree to enter into an
escrow agreement (the "Escrow Agreement") with the Escrow Agent, substantially
in the form of Attachment A hereto. At any Closing hereunder, the Purchaser
shall deliver an aggregate principal amount of $7.75, or any higher price paid
by Purchaser for a share of Common Stock of the Company in the Merger, times the
number of Shares being purchased (the "Exercised Option Shares") in cash or a
certified or cashier's check or by wire transfer of immediately available funds
to a bank account designated by the Escrow Agent (the "Purchase Price"), for
distribution to Stockholder in compliance with the terms of the Escrow
Agreement.
4. COVENANTS OF THE STOCKHOLDER. Except in accordance with the provisions
of this Agreement, the Stockholder agrees, until the Termination Date, not to:
(a) sell, transfer, pledge, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with
respect to the sale, transfer, pledge, assignment or other disposition of,
any Shares, except that (i) if required by the terms of the First Refusal
Agreement, the Stockholder may sell the Shares to Stelco pursuant to a
First Refusal Purchase, or (ii) the Stockholder, upon a minimum of three
(3) days prior written notice to the Purchaser and upon expiration of any
rights Stelco may have to purchase the Shares under the First Refusal
Agreement, may sell or transfer the Shares to a purchaser or transferee
that is a citizen of the United States of America or Canada and executes
with the Purchaser an agreement containing the same terms hereof; provided,
however, that no sale or transfer shall be permitted hereunder to any
purchaser or transferee that Parent believes, in its reasonable judgment,
intends or may intend to engage in any transaction which may involve a
change of control such as a merger, reorganization or acquisition of the
Company, other than the transactions contemplated by the Merger Agreement
or this Agreement;
(b) acquire any additional shares of Common Stock without the prior
consent of Purchaser other than pursuant to the exercise of existing stock
options or similar rights;
-3-
<PAGE>
(c) enter into a voting agreement with respect to any Shares; or
(d) directly or indirectly, initiate discussions or engage in
negotiations with any corporation, partnership, person or other entity or
group (other than Purchaser) concerning any possible acquisition of the
Shares or any possible merger, purchase of assets, purchase of stock or
similar transactions involving the Company or any major asset of the
Company.
5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND PARENT. The
Purchaser and Parent jointly and severally hereby represent and warrant to the
Stockholder as follows:
(a) AUTHORITY RELATIVE TO THIS AGREEMENT. The Purchaser and Parent
each is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. The Purchaser and Parent each has
full corporate power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. This Agreement has
been duly authorized by all necessary corporate action on the part of the
Purchaser and Parent, has been validly executed and delivered by a duly
authorized officer of the Purchaser and Parent, and, constitutes a valid
and binding agreement of the Purchaser and Parent, enforceable against the
Purchaser and Parent in accordance with its terms.
(b) NO APPROVALS OR NOTICES REQUIRED; NO CONFLICT WITH INSTRUMENTS TO
WHICH PURCHASER OR PARENT IS PARTY. The execution and delivery of this
Agreement and the performance by Parent or Purchaser of their respective
obligations hereunder will not (i) violate the charter or bylaws of Parent
or Purchaser; (ii) assuming satisfaction of the requirements set forth in
clause (iii) below, violate any provision of law applicable to Parent or
Purchaser; (iii) except for (1) requirements under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and requirements, if any,
arising out of the HSR Act, require any consent, approval, filing or notice
under any provision of law applicable to Parent or Purchaser or any of
Parent's other subsidiaries; or (iv) require any consent, approval or
notice under, or violate or constitute a default under, or permit the
termination of any provision of, or result in the acceleration of the
maturity or performance of any obligation of, or result in the creation or
imposition of any lien upon any properties, assets or businesses of, Parent
or Purchaser or any of Parent's other subsidiaries under, any note, bond,
indenture, mortgage, deed of trust, lease, franchise, permit,
authorization, license, contract, instrument or other agreement or
commitment, or any order, judgment or decree, to which Parent or Purchaser
or any of Parent's other subsidiaries
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is a party or by which Parent, Purchaser or any of Parent's other
subsidiaries or any of the assets or properties of Parent, Purchaser or
any of Parent's other subsidiaries is bound or encumbered, which in any of
the foregoing cases would have a material adverse effect on Parent and its
subsidiaries taken as a whole or would prohibit or interfere with the
consummation of this Agreement.
(c) DISTRIBUTION. The Purchaser will acquire the Shares upon
exercise of the Stock Option for its own account and not with a view to any
resale or distribution thereof and will not sell the Shares unless such
Shares are registered under the Securities Act of 1933 (the "Securities
Act") or unless an exemption from registration is available.
(d) RESALE PRIOR TO THE EFFECTIVE TIME. Purchaser agrees that, if
prior to the earlier of the Effective Time (as defined in the Merger
Agreement) or the first anniversary of the date of this Agreement, the
Purchaser or any assignee of the Purchaser or the Company enters into an
agreement to sell or exchange all or substantially all of the Common Stock
of the Company held by the Purchaser or an affiliate of the Purchaser to or
with an unaffiliated third party, Purchaser or any assignee of the
Purchaser will promptly pay Stockholder an amount equal to fifty percent
(50%) of the difference between the Subsequent Share Price (as defined
below) received for such subsequent transaction and the product of $7.75
times the number of Shares. For the purposes of this Section 6(d),
"Subsequent Share Price" shall mean the sum of the aggregate consideration
received by the Purchaser or any assignee of the Purchaser in the
transaction attributable to the Shares reduced by the expenses and out of
pocket fees incurred by Purchaser or its affiliates or on their behalf in
connection with the sale of the Shares. If the Purchaser or any assignee
of the Purchaser receives consideration other than cash, the Purchaser may
elect to pay the amount due the Stockholder under this Section 6(d) in like
kind consideration or in cash.
(e) RESALE SUBSEQUENT TO THE EFFECTIVE TIME. Subsequent to the
Effective Time, Purchaser agrees that, if prior to the first anniversary of
the date of this Agreement, the Purchaser or any assignee of the Purchaser,
the Company or the Surviving Corporation (as defined in the Merger
Agreement) enters into an agreement to (i) sell or exchange all or
substantially all of the Common Stock of the Company or the Surviving
Corporation to or with, or (ii) merge or consolidate the Company or the
Surviving Corporation with, or (iii) sell substantially all the assets of
the Company or the Surviving Corporation to, an unaffiliated third party,
Purchaser or any assignee of the Purchaser, the Company and the Surviving
Corporation will
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jointly promptly pay Stockholder an amount equal to fifty percent (50%) of the
product of (y) the difference between the Aggregate Transaction Value (as
defined below) received for such subsequent transaction and $55,000,000 and
(z) a fraction, the numerator of which is the number of Shares and the
denominator of which is the number equal to the total of (1) the number of
shares of Common Stock of the Company issued and outstanding as of the Effective
Time plus (2) the number of shares of Common Stock of the Company underlying
stock options for which the option holder is entitled to payment under Section
1.3(e) of the Merger Agreement plus (3) the number of share equivalents for
which the participant under the Directors' Deferred Compensation Plan is
entitled to payment under Section 1.3(f) of the Merger Agreement. For the
purposes of this Section 5(e), "Aggregate Transaction Value" shall mean the sum
of the aggregate consideration received by the sellers in the transaction
(reduced by the present value of any future or contingent obligations retained
by the sellers) plus the aggregate liabilities assumed by the acquiring party in
the transaction. If the Purchaser or any assignee of the Purchaser, the Company
or the Surviving Corporation receives consideration other than cash, the
Purchaser may elect to pay the amount due the Stockholder under this Section
5(e) in like kind consideration or in cash.
6. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The Stockholder
represents and warrants to the Purchaser the following:
(a) TITLE TO SHARES. The Stockholder has good and marketable title
to the Shares, not subject to any hypothecation, pledge or lien, with no
restrictions on voting rights and other incidents of record and beneficial
ownership incident thereto, and the absolute right to grant Purchaser the
option to purchase the Shares and the right to sell and transfer the Shares
to the Purchaser free and clear of all claims, liens, pledges, security
interests, restrictions or encumbrances of any nature whatsoever, except
for the restrictions under the First Refusal Agreement. Solely for the
purposes of this Agreement and the Merger, Stockholder hereby waives and
agrees not to assign his rights of first refusal under all First Refusal
Agreements to which he or it and other stockholders of the Company are
parties, provided that such waiver and agreement not to assign terminate
when this Agreement terminates. On consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof, the
Purchaser will acquire good and marketable title to the Shares free and
clear of all claims, liens, pledges, security interests, resolutions or
encumbrances of any nature whatsoever except for any rights of first
refusal held by other Stockholders of the Company under First Refusal
Agreements.
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<PAGE>
(b) AUTHORIZATION AND VALIDITY. The Stockholder has the power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement constitutes a valid and
binding agreement of the Stockholder, enforceable in accordance with its
terms.
(c) COMPLIANCE WITH INSTRUMENTS. Neither the execution or delivery
of this Agreement nor the consummation by the Stockholder of the
transactions contemplated hereby will violate any provisions of any law
applicable to the Stockholder or agreement to which the Stockholder is a
party, except for any rights of first refusal held by other Stockholders of
the Company under First Refusal Agreements.
(d) SUPPORT OF MERGER. The Stockholder agrees that he will vote all
of his Shares in favor of the Merger Agreement at any Stockholders Meeting
at which it is discussed, and at any adjournment thereof; provided however,
that Stockholder shall not have to vote in favor of the Merger Agreement if
it has been terminated.
7. COMPANY ACTIONS. If the Stockholder is a director of the Company or an
officer or stockholder of the Company that is a reporting person under Section
16 of the Exchange Act, the Stockholder agrees to use his best efforts during
the term of this Agreement to prevent the Company, its Board of Directors, its
officers and its subsidiaries from:
(a) issuing additional capital stock except pursuant to existing
option plans or arrangements;
(b) approving a stock split, reverse stock split,
recapitalization, or other similar action which would result in an overall
adjustment of the number of outstanding shares of the Company's Common Stock;
(c) increasing the dividend on the Company's Common Stock;
(d) issuing additional stock options or appreciation rights;
(e) selling any assets, except in the normal course of business and
except for assets presently under contract for sale; and
(f) issuing or incurring additional debt, except in the normal course
of business.
8. HSR FILING. Promptly after the date hereof, and from time to time
thereafter if necessary, the Purchaser shall file with the Federal Trade
Commission and the Antitrust Division of
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the United States Department of Justice all required pre-merger notification and
report forms and other documents and exhibits required to be filed under the HSR
Act to permit the purchase of the Shares subject to the Stock Option.
9. UNITARY TRANSACTION. The parties hereto intend that this Agreement and
the Merger Agreement shall constitute a single unified transaction for the
acquisition of the Company by Purchaser. In accordance with that intention,
Purchaser represents the following:
(a) Purchaser was not an affiliate of and had no affiliation with the
Company at any time prior to the execution of this Agreement and the Merger
Agreement;
(b) Purchaser shall purchase all shares of Common Stock pursuant to
this Agreement and the Merger Agreement at the same price per share; and
(c) Purchaser shall make no attempt to change the management of,
alter the operation of, or exercise control over the Company prior to the
Effective Time or termination of the Merger Agreement.
10. CERTAIN UNDERTAKINGS. The Stockholder hereby agrees that, during the
term of this Agreement, at any meeting of the stockholders of the Company,
however called, and in any action by written consent of the stockholders of the
Company, the Stockholder shall (a) vote the Shares in favor of the Merger;
(b) not vote the Shares in favor of any action or agreement which would result
in a breach in any material respect of any covenant, representation or warranty
or any other obligation of the Company under the Merger Agreement; and (c) vote
the Shares against any action or agreement which would impede, interfere with or
attempt to discourage the Merger, including, but not limited to: (i) any
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company or any of its subsidiaries; (ii) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (iii) any change in the management or board of directors of the
Company, except as otherwise agreed to in writing by Purchaser; (iv) any
material change in the present capitalization or dividend policy of the Company;
or (v) any other material change in the Company's corporate structure or
business; provided however, that Stockholder shall not have to take any action
specified above in this Section 10 if the Merger Agreement has been terminated
by Purchaser or Parent.
11. ADJUSTMENTS. In the event of any increase or decrease or other change
in the Common Stock by reason of stock dividends, split-up, recapitalizations,
combinations, exchanges of shares or the like, the number of shares of Common
Stock subject to the Stock Option and the per Share Purchase Price shall be
equitably adjusted appropriately.
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<PAGE>
12. LEGEND. As soon as practicable after the execution of this Agreement,
the Stockholder shall cause the following legend to be placed on the
certificates representing the Shares:
"The Shares of common stock represented by this certificate are
subject to a Stock Option Agreement, dated as of September 16, 1995,
with B & L Acquisition Corporation and BRW Steel Corporation."
Upon termination of this Agreement Stockholder will remove such legend on
any Shares returned to him; and Purchaser will cooperate therewith.
13. GUARANTEE. Parent hereby fully and unconditionally guarantees each
and every representation, warranty and obligation of the Purchaser hereunder and
of any assignee of the Purchaser.
14. CANCELLATION FEE. (a) If Stelco exercises its rights under the First
Refusal Agreement to purchase the Shares, or (b) if prior to December 29, 1995
the Board of Directors of the Company terminates the Merger Agreement pursuant
to Section 6.1(c)(iii) of the Merger Agreement and a transaction is subsequently
consummated, or (c) if prior to December 29, 1995 a tender or exchange offer
shall have been commenced by any party to acquire twenty percent (20%) or more
of the capital stock of the Company at a price in excess of $7.75, which tender
or exchange offer is subsequently consummated, then, upon consummation of
Stelco's purchase with respect to clause (a) above or within five (5) business
days of the consummation of the transaction in the case of clause (b) or (c)
above, the Stockholder shall pay to the Purchaser, a cash cancellation fee equal
to the product of (i) the sum of one million two hundred fifty thousand dollars
($1,250,000) plus all out of pocket fees and expenses incurred by Purchaser,
Parent or their affiliates or on their behalf in connection with the Merger and
the transactions contemplated hereby (such out of pocket fees and expenses not
to exceed two hundred fifty thousand dollars ($250,000)) and (ii) a fraction,
the numerator of which is the number of Shares and the denominator of which is
774,059.
15. REMEDIES. The parties agree that the Purchaser would be irreparably
damaged if for any reason the Stockholder failed to deliver any of the Shares
upon exercise of the Stock Option or to perform any of its other obligations
under this Agreement, and that the Purchaser would not have an adequate remedy
at law for money damages in such event. Accordingly, the Purchaser shall be
entitled to specific performance and injunctive and other equitable relief to
enforce the performance hereof by the Stockholder. This provision is without
prejudice to any other rights that the Purchaser may have against the
Stockholder for any failure to perform its obligations under this Agreement.
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<PAGE>
16. ENTIRE AGREEMENT; ASSIGNMENT; AMENDMENT. This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written and
oral, of the parties with respect to such subject matter. Purchaser may assign
any or all of its rights and obligations hereunder to any wholly-owned affiliate
of Purchaser or Parent. This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto.
17. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
18. NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be furnished by hand
delivery, by telegram or telex, or by mail (registered or certified, postage
prepaid, return receipt requested) to the parties at the addresses set forth
below or, if to the Escrow Agent, at its address set forth in the Escrow
Agreement. Any such notice shall be deemed duly given upon the date it is
actually received by the party to whom notice is intended to be given or is
actually delivered at its address as shown below or, if to the Escrow Agent, at
its address set forth in the Escrow Agreement:
If to the Purchaser:
B&L Acquisition Corporation
4 Northshore Center
Pittsburgh, PA 15212
Attention: President
With a copy to:
Ken M. Brown, Esq.
Pillsbury Madison & Sutro
1050 Connecticut Avenue, NW, #1200
Washington, DC 20037
If to the Stockholder:
At the address set forth for the Stockholder on Schedule B
hereto.
With a copy to the Company, at:
Bliss & Laughlin Industries Inc.
281 East 155th Street
Harvey, IL 60426
Attention: President
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<PAGE>
With copies to:
Company's Counsel
Wildman, Harrold, Allen & Dixon
225 West Wacker Drive, #3000
Chicago, IL 60606
Attention: Roger G. Fein
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
19. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware, without reference to
principles of conflicts of laws.
20. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
21. PARTIES IN INTEREST. This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to confer upon any other person or entity any
rights or remedies of any nature whatsoever under or by reason of this
Agreement.
22. TIME OF THE ESSENCE. The parties agree that time shall be of the
essence in the performance of obligations hereunder.
23. BROKERS. Each party hereby represents and warrants to the other that
no broker or finder claiming through him is entitled to a fee in connection with
the sale of Shares hereunder, except for The Chicago Corporation whose fee will
be paid by the Company.
24. AGREEMENTS WITH OTHER STOCKHOLDERS. Purchaser agrees that if it
executes a Stock Option Agreement with any other stockholder of the Company
having terms more favorable to such stockholder than the terms of this Agreement
are to Stockholder, it will promptly amend this Agreement to include such more
favorable terms. Stockholder hereby appoints as his lawful attorney-in-fact
Gregory H. Parker to execute any and all notices and other communications under
the First Refusal
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<PAGE>
Agreement as such attorney-in-fact shall execute in his sole discretion.
25. JURISDICTION. Any judicial proceeding brought against any of the
parties to this Agreement with respect to any dispute arising out of this
Agreement or any matter related hereto may be brought in the courts of the State
of Illinois located in Chicago, Illinois, or in the United States District
Courts in Chicago, Illinois, and, by execution and delivery of this Agreement,
each of the parties to this Agreement accepts the exclusive jurisdiction of such
courts, and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement. The foregoing consents shall not constitute
general consents to service of process in the State of Illinois for any purpose
except as provided above and shall not be deemed to confer rights to any Person
other than the respective parties to this Agreement.
26. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf by its duly authorized representative, all as of the day
and year first above written.
BRW STEEL CORPORATION
By
---------------------------
Title
------------------------
B & L ACQUISITION CORPORATION
By
---------------------------
Title
------------------------
STOCKHOLDER
By
---------------------------
Title
------------------------
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SCHEDULE A
Name of Stockholder Number of Shares
- ------------------- ----------------
Gregory H. Parker . . . . . . . . . . . . . . . . . . . . . . . .142,380*
Roger G. Fein, as Trustee of the Gregory H.
Parker Irrevocable Family Trust under Trust
Agreement dated October 31, 1988. . . . . . . . . . . . . . . 76,349
F. Elizabeth Parker. . . . . . . . . . . . . . . . . . . . . . . . 25,450
Anthony J. Romanovich. . . . . . . . . . . . . . . . . . . . . . . 80,183
Barbara A. Romanovich. . . . . . . . . . . . . . . . . . . . . . . 26,976
George W. Fleck. . . . . . . . . . . . . . . . . . . . . . . . . . 72,222
Joan E. Fleck. . . . . . . . . . . . . . . . . . . . . . . . . . . 25,450
Gerald E. Brady. . . . . . . . . . . . . . . . . . . . . . . . . . 35,773
Carole A. Brady. . . . . . . . . . . . . . . . . . . . . . . . . . 22,905
William P. Daugherty, as Trustee of the
William P. Daugherty Trust dated May 11, 1989 . . . . . . . . 33,228
Ellen L. Daugherty, as Trustee of the
Ellen L. Daugherty Trust dated May 11, 1989 . . . . . . . . . 25,450
Michael A. DeBias. . . . . . . . . . . . . . . . . . . . . . . . . 58,677
Chester J. Pucilowski. . . . . . . . . . . . . . . . . . . . . . . 29,665
Geraldine Pucilowski . . . . . . . . . . . . . . . . . . . . . . . 29,013
Richard M. Bogdon. . . . . . . . . . . . . . . . . . . . . . . . . 21,480
Phyllis Bogdon . . . . . . . . . . . . . . . . . . . . . . . . . . 10,180
Carl H. Laib . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,339
Richard W. Ressler . . . . . . . . . . . . . . . . . . . . . . . . 29,339
------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .774,059
-------
-------
* Mr. Parker has agreed to place an additional 58,678 Shares into escrow pending
receipt by the Escrow Agent of the Shares of William P. Daugherty and Ellen L.
Daugherty.
<PAGE>
SCHEDULE B
Gregory H. Parker
20091 Tam O Shanter
Olympia Fields, IL 60461
F. Elizabeth Parker
20091 Tam O Shanter
Olympia Fields, IL 60461
Roger G. Fein, as Trustee of the Gregory H. Parker Irrevocable
Trust dated October 31, 1988
225 West Wacker Drive #3000
Chicago, IL 60606
Anthony J. Romanovich
2530 Glen Eagles Drive
Olympia Fields, IL 60461
Barbara A. Romanovich
2530 Glen Eagles Drive
Olympia Fields, IL 60461
George W. Fleck
1109 Brassie
Flossmoor, IL 60422
Joan E. Fleck
1109 Brassie
Flossmoor, IL 60422
Gerald E. Brady
1745 Winola Court
Naperville, IL 60565
Carole A. Brady
1745 Winola Court
Naperville, IL 60565
William P. Daugherty, as Trustee of the William P. Daugherty
Trust dated May 11, 1989
3452 Huntington Terrace
Crete, IL 60417
Ellen L. Daugherty, as Trustee of the Ellen L. Daugherty Trust
dated May 11, 1989
3452 Huntington Terrace
Crete, IL 60417
Michael A. DeBias
7132 West 64th Place
Chicago, IL 60638
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Richard M. Bogdon
2029 Dorchester Lane
Schererville, IN 46375
Phyllis Bogdon
2029 Dorchester Lane
Schererville, IN 46375
Carl H. Laib
11588 96th Avenue
St. John, IN 46373
Richard W. Ressler
5156 Andrus Avenue
North Olmsted, OH 44070
Chester J. Pucilowski
860 Smokerise Drive
Medina, OH 44256
Geraldine Pucilowski
860 Smokerise Drive
Medina, OH 44256
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<PAGE>
EXHIBIT B-1
STOCKHOLDER ESCROW AGREEMENT
THIS STOCKHOLDER ESCROW AGREEMENT, dated as of September 19, 1995, by and
among the person listed on Schedule A hereto ("Stockholder"), B & L ACQUISITION
CORPORATION, a Delaware corporation ("Purchaser") and a wholly owned subsidiary
of BRW Steel Corporation, a Delaware corporation, and LaSalle National Trust,
N.A. as escrow agent (the "Escrow Agent"),
RECITALS:
A. The Stockholder and the Purchaser have entered into a Stock Option
Agreement, dated as of September 16, 1995 (the "Option Agreement"), providing
for the sale by the Stockholder to the Purchaser of the Shares (as defined in
the Option Agreement) upon the exercise by Purchaser of the Stock Option as such
terms are defined in the Option Agreement. The closing or closings pursuant to
the Option Agreement (a "Closing") will take place at such times and dates
designated by Purchaser in accordance with the terms of the Option. The Option
Agreement requires that upon the execution of the Option Agreement, the
Stockholder shall deliver to the Escrow Agent the number of Shares set forth
opposite the Stockholder's name on Schedule A hereto, by delivery of
certificates therefor with stock powers endorsed in blank and with signatures
guaranteed and such other documents as may be reasonably necessary to transfer
record ownership of the Shares to Purchaser. Such Shares and any certificates,
stock powers, other documents and confirmations are referred to herein as the
"Share Documents."
B. This Escrow Agreement is the Escrow Agreement referred to in the Option
Agreement and is intended to implement certain provisions of the Option
Agreement. The Escrow Agent is not a party to the Option Agreement, is not
bound by any of its terms and shall not be required to refer to the Option
Agreement for any instructions. Terms not defined herein shall have the meaning
given to them in the Option Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein, the parties hereto agree as follows:
1. DELIVERY OF SHARE DOCUMENTS.
(a) Contemporaneously with the execution and delivery of this Escrow
Agreement, Stockholder has delivered to the Escrow Agent all of the Share
Documents for the number of shares of Common Stock of Bliss & Laughlin
Industries Inc. ("the Company") set forth opposite Stockholder's name on
Schedule A hereto, duly executed, necessary to convey the number of Shares set
forth on Schedule B hereto to Purchaser. The receipt of the Share Documents is
hereby acknowledged by the Escrow Agent. Any certificates representing the
Shares held by the Escrow Agent
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shall continue to be registered in the name of the Stockholder or his/her
nominees, and Stockholder shall continue to have the right to vote such Shares,
until such time as such Shares are released from escrow and delivered to
Purchaser pursuant to the Option Agreement and this Escrow Agreement.
(b) The Escrow Agent shall hold the Share Documents in escrow upon the
terms and subject to the conditions set forth in this Escrow Agreement.
(c) As soon as practicable after receipt of the Share Documents, the
Escrow Agent, who is also acting as the transfer agent (the "Transfer Agent"),
shall (i) issue, release and distribute a share certificate to Stockholder for
the number of Shares remaining after subtraction of the number of Shares set
forth on Schedule B hereto opposite the Stockholder's name from the number of
shares of Common Stock of the Company set forth on Schedule A hereto opposite
the Stockholder's name, which share certificate shall contain the legends set
forth in Exhibit A hereto and (ii) issue a share certificate for the number of
Shares set forth on Schedule B hereto opposite the Stockholder's name, which
shall contain the legends set forth in Exhibit B hereto (the "Option Shares
Certificate").
2. RELEASE OF SHARE DOCUMENTS AND PURCHASE PRICE.
(a) Subject to the provisions of this Section 2, the Escrow Agent shall
hold the Option Shares Certificate and any Share Documents related thereto in
its possession until delivery to Purchaser at an Option Closing pursuant Section
2(b) hereof, or delivery to Stockholder pursuant to Section 2(c) hereof or
delivery to Stelco Inc. pursuant to Section 2(d) hereof.
(b) Purchaser shall give written notice to the Escrow Agent and
Stockholder of its election to exercise the Stock Option, in whole. Such notice
shall state the number of Shares (the "Exercised Option Shares") to be
purchased, the Purchase Price and the place, date and time of the Closing
regarding such Shares. Stockholder shall give Escrow Agent and Purchaser
written notice within two business days of receipt of Purchaser's notice if the
Purchase Price specified in the Purchaser's notice is incorrect. Each of Escrow
Agent and Purchaser shall notify each other within two business days if either
receives such notice from Stockholder. If no such notice is received from
Stockholder or Purchaser, at each Closing with respect to the exercise of the
Stock Option (an "Option Closing") and upon receipt from Purchaser of a
certified or bank check payable to Stockholder in the amount of the Purchase
Price, or upon such payment by wire transfer as provided in the Option Agreement
(the "Payment"), for the Exercised Option Shares to be purchased at such Option
Closing, the Escrow Agent shall release and distribute (i) to the Purchaser the
Option Shares Certificate and any Share Documents related thereto and (ii) the
Payment to Stockholder for the Exercised Option Shares.
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<PAGE>
(c) In the event that Stockholder and Purchaser jointly notify the Escrow
Agent in writing that the Option Agreement has expired or been terminated or
that the Escrow Agreement has been terminated, then the Escrow Agent shall,
except as set forth in Section 2(d) below, within one business day of receipt of
such written notice, release and return all Share Documents in its possession to
Stockholder.
(d) If the Option Agreement is terminated and the Escrow Agent receives
notice from Purchaser that under Section 14 of the Option Agreement the
cancellation fee and expenses are owed by the Stockholder to Purchaser, the
Escrow Agent shall not release and return the Option Shares Certificate or any
Share Documents related thereto until the Stockholder and the Purchaser jointly
notify the Escrow Agent that the cancellation fee and expenses have been paid in
full. If the Escrow Agent receives notice from Purchaser and Stockholder that
Stelco Inc. has exercised its rights to purchase the Shares pursuant to the
First Refusal Agreement, the Escrow Agent shall deliver the Shares to Stelco
Inc. in exchange for payment thereof in accordance with the terms of the First
Refusal Agreement and Escrow Agent shall disburse to Purchaser the cancellation
fee and expenses due Purchaser from Stockholder pursuant to the Stock Option
Agreement with the remainder to the Stockholder. If the cancellation fee and
expenses have not been paid in full within five (5) business days of the due
date of the cancellation fee and expenses under the Option Agreement, upon
request from the Purchaser the Escrow Agent shall sell the Shares and distribute
proceeds therefrom (after paying all expenses and fees of the Escrow Agent in
connection with such sale) first to the Purchaser in an amount equal to the
amount owed under Section 14 of the Option Agreement, and second the remainder
thereof to the Stockholder. The Stockholder agrees that any such sale if made
on the open market by a licensed broker-dealer will be commercially reasonable.
3. SETTLEMENT OF DISPUTES. Any dispute which may arise under the Escrow
Agreement with respect to the rights of the parties hereto or the duties of the
Escrow Agent hereunder shall be settled either by mutual agreement of the
parties concerned (evidenced by appropriate instructions in writing to the
Escrow Agent, signed by the Stockholder and the Purchaser) or by a final order,
decree or judgment of a court of competent jurisdiction in the United States of
America (the time for appeal having expired and no appeal having been
perfected), all costs and expenses of which shall be borne equally by the
Stockholder and the Purchaser. If a dispute arises between any of the parties
to this Escrow Agreement, Escrow Agent shall be entitled at its option to tender
into the register or custody of any court of competent jurisdiction all money,
property or Share Documents in its hands under this Escrow Agreement and to
begin such legal proceedings as it deems appropriate. After taking such
actions, Escrow Agent shall then be discharged from any further duties and
liability under this Escrow Agreement. The
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<PAGE>
Escrow Agent shall be under no duty whatsoever to institute or defend any such
proceedings.
4. CONCERNING THE ESCROW AGENT.
(a) The fee of the Escrow Agent for its services provided hereunder shall
be its customary fees for such services, payable on delivery of the escrow. The
payment of all fees, disbursements, expenses and advances charged by the Escrow
Agent shall be borne by the Purchaser except as set forth in Section 2(d) above.
(b) The Escrow Agent may resign and be discharged from its duties
hereunder at any time by giving notice of such resignation to both the
Stockholder and the Purchaser specifying a date not less than ten business days
following the date of such notice when such resignation shall take effect. Upon
such notice, a successor escrow agent, which shall be a national bank, shall be
selected by the Purchaser, subject to the reasonable approval of the
Stockholder, such successor escrow agent to become the Escrow Agent hereunder
upon the resignation date specified in such notice. If the Purchaser and the
Stockholder are unable to agree upon a successor escrow agent within ten
business days after the date of such notice, the Escrow Agent shall be entitled
to appoint its successor, which shall be a national bank. The Escrow Agent
shall continue to serve until its successor accepts the escrow and receives the
Share Documents. The Purchaser, subject to the reasonable approval of the
Stockholder, may at any time substitute a new Escrow Agent, which shall be a
national bank, by giving notice thereof to the Escrow Agent then acting.
(c) The Escrow Agent undertakes to perform only such duties as are
specifically set forth herein and may conclusively rely upon, and shall be
protected in acting or refraining from acting on, any written notice, instrument
or signature believed by it to be genuine and to have been signed or presented
by the proper party or parties duly authorized to do so. The Escrow Agent shall
have no responsibility for the contents of any writing contemplated herein and
may rely without any liability upon the contents thereof. Notwithstanding
anything to the contrary in this Escrow Agreement, where Escrow Agent is
required to take action upon delivery by the Stockholder or the Purchaser (or
both of them) of a notice, certificate or instructions to the Escrow Agent, the
Escrow Agent shall not be obligated to take any action until the appropriate
party (or parties) has acted by delivering the certificate, notice or
instructions to the Escrow Agent (none of which shall be binding upon the Escrow
Agent unless in writing) as to the action to be taken hereunder indicating in
writing that a copy of such certificate, notice or instructions has been
delivered to the other party. The Stockholder and the Purchaser acknowledge
that the Escrow Agent is bound only by the terms of this Escrow Agreement and
that the Escrow Agent shall not be required to use
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<PAGE>
its discretion with respect to any matter that is the subject of this Escrow
Agreement or with respect to instructions received under this Escrow Agreement.
(d) The Escrow Agent shall not be liable for any action or omission in
good faith believed by it to be authorized hereby or within the rights or powers
conferred upon it hereunder, nor for action or omission in good faith and in
accordance with advice of outside counsel (which counsel may be of the Escrow
Agent's own choosing), and shall not be liable for any mistakes of fact or error
of judgment or for any acts or omissions of any kind unless caused by its own
willful misconduct or gross negligence.
(e) Except as set forth in the next sentence, the Purchaser and its
respective successors and assigns will indemnify and hold harmless Escrow Agent
against any and all losses, claims, damages, liabilities and expenses, including
reasonable costs of investigation, counsel fees and disbursements that may be
imposed on Escrow Agent or incurred by Escrow Agent in connection with its
acceptance of appointment or the performance of its duties under this Escrow
Agreement, including any litigation arising from this Escrow Agreement or
involving its subject matter, except as a result of Escrow Agent's own gross
negligence or willful misconduct. The Stockholder and its respective successors
and assigns will indemnify and hold harmless Escrow Agent against any and all
losses, claims, damages, liabilities and expenses, including reasonable costs of
investigation, counsel fees and disbursements that may be imposed on Escrow
Agent or incurred by Escrow Agent in connection with or arising out of
Section 2(d) of this Escrow Agreement, including any litigation arising
therefrom or involving its subject matter, except as a result of Escrow Agent's
own gross negligence or willful misconduct. Notwithstanding the preceding two
sentences, if a court finally determines that any party hereto acted
unreasonably in failing to give a notice or acknowledgment hereunder, such party
shall indemnify the Escrow Agent pursuant to this clause (e) and the other party
hereto shall be relieved of any obligation to indemnify the Escrow Agent
pursuant to this clause (e) to the extent that such failure to act reasonably
causes the Escrow Agent to incur any losses, claims, damages, liabilities and
expenses, including reasonable costs, fees and disbursements referred to in the
first sentence of this clause (e), for which the Escrow Agent is entitled to
indemnification pursuant to this clause (e). Such indemnity shall survive the
termination or discharge of this Escrow Agreement or resignation of the Escrow
Agent.
5. REMEDIES. Notwithstanding any provision in this Escrow Agreement to
the contrary, the parties agree that Purchaser would be irreparably damaged if
the Escrow Agent refused to deliver certificates representing any of the Shares
upon exercise of the Stock Option in accordance with the terms and conditions of
this Escrow Agreement or if the Escrow Agent
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<PAGE>
refused to perform any of the Escrow Agent's other obligations under this Escrow
Agreement in accordance with the terms and conditions of the Escrow Agreement,
and that Purchaser would not have an adequate remedy at law for money damages in
such event. Accordingly, the Purchaser shall be entitled to specific
performance and injunctive and other equitable relief to enforce the performance
hereof by the Stockholder and the Escrow Agent. This provision is without
prejudice to any other rights that the Purchaser may have against the
Stockholder or the Escrow Agent for any failure to perform their respective
obligations under this Escrow Agreement. Notwithstanding any provision in this
Escrow Agreement to the contrary, the parties further agree that Stockholder
would be irreparably damaged if the Escrow Agent refused to deliver the Purchase
Price upon exercise of the Stock Option in accordance with the terms and
conditions of this Escrow Agreement or if the Escrow Agent refused to perform
any of the Escrow Agent's other obligations under this Escrow Agreement in
accordance with the terms and conditions of the Escrow Agreement, and that
Stockholder would not have an adequate remedy at law for money damages in such
event. Accordingly, the Stockholder shall be entitled to specific performance
and injunctive and other equitable relief to enforce the performance hereof by
the Purchaser and the Escrow Agent. This provision is without prejudice to any
other rights that the Stockholder may have against the Purchaser or the Escrow
Agent for any failure to perform their respective obligations under this Escrow
Agreement.
6. ENTIRE AGREEMENT; ASSIGNMENT; AMENDMENT. This Escrow Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, of the parties with respect to such subject matter other than
the Option Agreement. Purchaser may assign its rights and obligations hereunder
to any wholly-owned affiliate of Purchaser or BRW Steel Corporation (an
"Assignee"). This Escrow Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto.
7. VALIDITY. The invalidity or unenforceability of any provision of this
Escrow Agreement shall not affect the validity or enforceability of any other
provisions of this Escrow Agreement, which shall remain in full force and
effect.
8. NOTICES. Wherever this Escrow Agreement requires notice by any of the
parties, such notice shall not be unreasonably withheld. All notices, requests,
claims, demands and other communications hereunder shall be in writing and shall
be given (and shall be deemed duly given upon receipt) by personal delivery, by
cable, telegram or telex, or by mail (registered or certified mail, postage
prepaid, return receipt requested) to the respective parties as follows:
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If to the Stockholder, to the address set forth with respect
to the Stockholder on Schedule C hereto
With a copy to: Bliss & Laughlin Industries Inc.
281 East 155th Street
Harvey, IL 60426
Attention: President
and:
Wildman, Harrold, Allen & Dixon
225 West Wacker Drive, #3000
Chicago, IL 60606
Attention: Roger G. Fein
If to Purchaser, to: B & L Acquisition Corporation
c/o BRW Steel Corporation
4 Northshore Center
Pittsburgh, PA 15212
Attention: President
with a copy to:
Ken M. Brown, Esq.
Pillsbury Madison & Sutro
1050 Connecticut Avenue, NW, #1200
Washington, DC 20037
If to Escrow Agent, to: LaSalle National Trust, N.A.
135 South LaSalle Street, Room 200
Chicago, IL 60603
or to such other person or address as any party may have furnished to the others
in writing in accordance herewith; provided, however, that notice of change of
address shall be effective only upon receipt. The Stockholder and the Purchaser
agree that each will timely provide to the other a copy of any notice which it
shall send to the Escrow Agent hereunder.
9. GOVERNING LAW. This Escrow Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
reference to principles of conflicts of laws.
10. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Escrow Agreement.
11. PARTIES IN INTEREST. This Escrow Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Escrow
Agreement, express or implied, is intended to confer upon any other person or
entity any rights or remedies of any nature whatsoever under or by reason of
this Escrow Agreement.
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<PAGE>
12. COUNTERPARTS. This Escrow Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
13. JURISDICTION. Any judicial proceeding brought against any of the
parties to this Agreement with respect to any dispute arising out of this
Agreement or any matter related hereto may be brought in the courts of the State
of Illinois located in Chicago, Illinois, or in the United States District
Courts in Chicago, Illinois, and, by execution and delivery of this Agreement,
each of the parties to this Agreement accepts the exclusive jurisdiction of such
courts, and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement. The foregoing consents shall not constitute
general consents to service of process in the State of Illinois for any purpose
except as provided above and shall not be deemed to confer rights to any Person
other than the respective parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be executed and delivered on the date first written above.
B & L ACQUISITION CORPORATION
By
---------------------------
Title
------------------------
Name
-------------------------
STOCKHOLDER
------------------------------
ESCROW AGENT
By
---------------------------
Title
------------------------
Name
-------------------------
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<PAGE>
FORM OF SCHEDULE A
Name of Stockholder Number of Shares
- ------------------- ----------------
Gregory H. Parker ..................................... 279,729
Roger G. Fein, as Trustee of the Gregory H.
Parker Irrevocable Family Trust under Trust
Agreement dated October 31, 1988 ............... 150,000
F. Elizabeth Parker .................................. 50,000
Anthony J. Romanovich ................................ 157,532
Barbara A. Romanovich ................................ 53,000
George W. Fleck ..................................... 141,892
Joan E. Fleck ....................................... 50,000
Gerald E. Brady ...................................... 70,281
Carole A. Brady ...................................... 45,000
William P. Daugherty, as Trustee of the
William P. Daugherty Trust dated May 11, 1989 ... 65,281
Ellen L. Daugherty, as Trustee of the
Ellen L. Daugherty Trust dated May 11, 1989 ..... 50,000
Michael A. DeBias .................................... 115,281
Chester J. Pucilowski ................................ 58,281
Geraldine Pucilowski ................................. 57,000
Richard M. Bogdon .................................... 42,200
Phyllis Bogdon ....................................... 20,000
Carl H. Laib ......................................... 57,641
Richard W. Ressler ................................... 57,641
------
TOTAL ........................................... 1,520,759
---------
---------
<PAGE>
FORM OF SCHEDULE B
Name of Stockholder Number of Shares
- ------------------- ----------------
Gregory H. Parker ..................................... 142,380*
Roger G. Fein, as Trustee of the Gregory H.
Parker Irrevocable Family Trust under Trust
Agreement dated October 31, 1988 ............... 76,349
F. Elizabeth Parker .................................. 25,450
Anthony J. Romanovich ................................ 80,183
Barbara A. Romanovich ................................ 26,976
George W. Fleck ..................................... 72,222
Joan E. Fleck ....................................... 25,450
Gerald E. Brady ...................................... 35,773
Carole A. Brady ...................................... 22,905
William P. Daugherty, as Trustee of the
William P. Daugherty Trust dated May 11, 1989 ... 33,228
Ellen L. Daugherty, as Trustee of the
Ellen L. Daugherty Trust dated May 11, 1989 ..... 25,450
Michael A. DeBias .................................... 58,677
Chester J. Pucilowski ................................ 29,665
Geraldine Pucilowski ................................. 29,013
Richard M. Bogdon .................................... 21,480
Phyllis Bogdon ....................................... 10,180
Carl H. Laib ......................................... 29,339
Richard W. Ressler ................................... 29,339
TOTAL ........................................... 774,059
* Mr. Parker has agreed to place an additional 58,678 Shares into escrow pending
receipt by the Escrow Agent of the Shares of William P. Daugherty and Ellen L.
Daugherty.
<PAGE>
FORM OF SCHEDULE C
Gregory H. Parker
20091 Tam O Shanter
Olympia Fields, IL 60461
F. Elizabeth Parker
20091 Tam O Shanter
Olympia Fields, IL 60461
Roger G. Fein, as Trustee of the Gregory H. Parker Irrevocable
Trust dated October 31, 1988
225 West Wacker Drive #3000
Chicago, IL 60606
Anthony J. Romanovich
2530 Glen Eagles Drive
Olympia Fields, IL 60461
Barbara A. Romanovich
2530 Glen Eagles Drive
Olympia Fields, IL 60461
George W. Fleck
1109 Brassie
Flossmoor, IL 60422
Joan E. Fleck
1109 Brassie
Flossmoor, IL 60422
Gerald E. Brady
1745 Winola Court
Naperville, IL 60565
Carole A. Brady
1745 Winola Court
Naperville, IL 60565
William P. Daugherty, as Trustee of the William P. Daugherty Trust dated May 11,
1989
3452 Huntington Terrace
Crete, IL 60417
Ellen L. Daugherty, as Trustee of the Ellen L. Daugherty Trust dated May 11,
1989
3452 Huntington Terrace
Crete, IL 60417
Michael A. DeBias
7132 West 64th Place
Chicago, IL 60638
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<PAGE>
Richard M. Bogdon
2029 Dorchester Lane
Schererville, IN 46375
Phyllis Bogdon
2029 Dorchester Lane
Schererville, IN 46375
Carl H. Laib
11588 96th Avenue
St. John, IN 46373
Richard W. Ressler
5156 Andrus Avenue
North Olmsted, OH 44070
Chester J. Pucilowski
860 Smokerise Drive
Medina, OH 44256
Geraldine Pucilowski
860 Smokerise Drive
Medina, OH 44256
<PAGE>
EXHIBIT B-2
STOCKHOLDER ESCROW AGREEMENT
THIS STOCKHOLDER ESCROW AGREEMENT, dated as of September 19, 1995, by and
among the person listed on Schedule A hereto ("Stockholder"), B & L ACQUISITION
CORPORATION, a Delaware corporation ("Purchaser") and a wholly owned subsidiary
of BRW Steel Corporation, a Delaware corporation, and LaSalle National Trust,
N.A. as escrow agent (the "Escrow Agent"),
RECITALS:
A. The Stockholder and the Purchaser have entered into a Stock Option
Agreement, dated as of September 16, 1995 (the "Option Agreement"), providing
for the sale by the Stockholder to the Purchaser of the Shares (as defined in
the Option Agreement) upon the exercise by Purchaser of the Stock Option as such
terms are defined in the Option Agreement. The closing or closings pursuant to
the Option Agreement (a "Closing") will take place at such times and dates
designated by Purchaser in accordance with the terms of the Option. The Option
Agreement requires that upon the execution of the Option Agreement, the
Stockholder shall deliver to the Escrow Agent the number of Shares set forth
opposite the Stockholder's name on Schedule A hereto, by delivery of
certificates therefor with stock powers endorsed in blank and with signatures
guaranteed and such other documents as may be reasonably necessary to transfer
record ownership of the Shares to Purchaser. Such Shares and any certificates,
stock powers, other documents and confirmations are referred to herein as the
"Share Documents."
B. This Escrow Agreement is the Escrow Agreement referred to in the Option
Agreement and is intended to implement certain provisions of the Option
Agreement. The Escrow Agent is not a party to the Option Agreement, is not
bound by any of its terms and shall not be required to refer to the Option
Agreement for any instructions. Terms not defined herein shall have the meaning
given to them in the Option Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein, the parties hereto agree as follows:
1. DELIVERY OF SHARE DOCUMENTS.
(a) Contemporaneously with the execution and delivery of this Escrow
Agreement, Stockholder has delivered to the Escrow Agent all of the Share
Documents for the number of shares of Common Stock of Bliss & Laughlin
Industries Inc. ("the Company") set forth opposite Stockholder's name on
Schedule A hereto, duly executed, necessary to convey the number of Shares set
forth on Schedule B hereto to Purchaser. The receipt of the Share Documents is
hereby acknowledged by the Escrow Agent. Any certificates representing the
Shares held by the Escrow Agent shall continue to be registered in the name of
the Stockholder or his/her nominees, and Stockholder shall continue to have the
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<PAGE>
right to vote such Shares, until such time as such Shares are released from
escrow and delivered to Purchaser pursuant to the Option Agreement and this
Escrow Agreement.
(b) The Escrow Agent shall hold the Share Documents in escrow upon the
terms and subject to the conditions set forth in this Escrow Agreement.
(c) As soon as practicable upon receipt of the Share Documents, the Escrow
Agent, who is also acting as the transfer agent (the "Transfer Agent"), shall
(i) issue, release and distribute a share certificate to Stockholder for the
number of Shares remaining after subtraction of the number of Shares set forth
on Schedule B hereto opposite the Stockholder's name from the number of shares
of Common Stock of the Company set forth on Schedule A hereto opposite the
Stockholder's name, which share certificate shall contain the legends set forth
in Exhibit A hereto, (ii) issue a share certificate for the number of Shares set
forth on Schedule B hereto opposite the Stockholder's name, which shall contain
the legends set forth in Exhibit B hereto (the "Option Shares Certificate") and
(iii) issue, release and distribute such share certificates as may be required
pursuant to Section 2(e) hereof.
2. RELEASE OF SHARE DOCUMENTS AND PURCHASE PRICE.
(a) Subject to the provisions of this Section 2, the Escrow Agent shall
hold the Option Shares Certificate and any Share Documents related thereto in
its possession until delivery to Purchaser at an Option Closing pursuant to
Section 2(b) hereof, or delivery to Stockholder pursuant to Section 2(c) hereof
or delivery to Stelco Inc. pursuant to Section 2(d) hereof.
(b) Purchaser shall give written notice to the Escrow Agent and
Stockholder of its election to exercise the Stock Option, in whole. Such notice
shall state the number of Shares (the "Exercised Option Shares") to be
purchased, the Purchase Price and the place, date and time of the Closing
regarding such Shares. Stockholder shall give Escrow Agent and Purchaser
written notice within two business days of receipt of Purchaser's notice if the
Purchase Price specified in the Purchaser's notice is incorrect. Each of Escrow
Agent and Purchaser shall notify each other within two business days if either
receives such notice from Stockholder. If no such notice is received from
Stockholder or Purchaser, at each Closing with respect to the exercise of the
Stock Option (an "Option Closing") and upon receipt from Purchaser of a
certified or bank check payable to Stockholder in the amount of the Purchase
Price, or upon such payment by wire transfer as provided in the Option Agreement
(the "Payment"), for the Exercised Option Shares to be purchased at such Option
Closing, the Escrow Agent shall release and distribute (i) to the Purchaser the
Option Shares Certificate and any Share Documents related thereto and (ii) the
Payment to Stockholder for the Exercised Option Shares.
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<PAGE>
(c) In the event that Stockholder and Purchaser jointly notify the Escrow
Agent in writing that the Option Agreement has expired or been terminated or
that the Escrow Agreement has been terminated, then the Escrow Agent shall,
except as set forth in Section 2(d) below, within one business day of receipt of
such written notice, release and return all Share Documents in its possession to
Stockholder.
(d) If the Option Agreement is terminated and the Escrow Agent receives
notice from Purchaser that under Section 14 of the Option Agreement the
cancellation fee and expenses are owed by the Stockholder to Purchaser, the
Escrow Agent shall not release and return the Option Shares Certificate or any
Share Documents related thereto until the Stockholder and the Purchaser jointly
notify the Escrow Agent that the cancellation fee and expenses have been paid in
full. If the Escrow Agent receives notice from Purchaser and Stockholder that
Stelco Inc. has exercised its rights to purchase the Shares pursuant to the
First Refusal Agreement, the Escrow Agent shall deliver the Shares to Stelco
Inc. in exchange for payment thereof in accordance with the terms of the First
Refusal Agreement and Escrow Agent shall disburse to Purchaser the cancellation
fee and expenses due Purchaser from Stockholder pursuant to the Stock Option
Agreement with the remainder to the Stockholder. If the cancellation fee and
expenses have not been paid in full within five (5) business days of the due
date of the cancellation fee and expenses under the Option Agreement, upon
request from the Purchaser the Escrow Agent shall sell the Shares and distribute
proceeds therefrom (after paying all expenses and fees of the Escrow Agent in
connection with such sale) first to the Purchaser in an amount equal to the
amount owed under Section 14 of the Option Agreement, and second the remainder
thereof to the Stockholder. The Stockholder agrees that any such sale if made
on the open market by a licensed broker-dealer will be commercially reasonable.
(e) Of the 201,058 Shares held in escrow by the Stockholder pursuant to
Schedule B, 58,678 Shares shall be released by the Escrow Agent and distributed
to Stockholder immediately upon the receipt by Escrow Agent of an original
signed Escrow Agreement and certificates representing 33,228 Shares and 25,450
Shares, respectively, from stockholders William P. Daugherty, as Trustee of the
William P. Daugherty Trust dated May 11, 1989 and Ellen L. Daugherty, as Trustee
of the Ellen L. Daugherty Trust dated May 11, 1989.
3. SETTLEMENT OF DISPUTES. Any dispute which may arise under the Escrow
Agreement with respect to the rights of the parties hereto or the duties of the
Escrow Agent hereunder shall be settled either by mutual agreement of the
parties concerned (evidenced by appropriate instructions in writing to the
Escrow Agent, signed by the Stockholder and the Purchaser) or by a final order,
decree or judgment of a court of competent jurisdiction in the United States of
America (the time for appeal having expired and no appeal having been
perfected), all costs and expenses of which shall be borne equally by the
Stockholder
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<PAGE>
and the Purchaser. If a dispute arises between any of the parties to this
Escrow Agreement, Escrow Agent shall be entitled at its option to tender into
the register or custody of any court of competent jurisdiction all money,
property or Share Documents in its hands under this Escrow Agreement and to
begin such legal proceedings as it deems appropriate. After taking such
actions, Escrow Agent shall then be discharged from any further duties and
liability under this Escrow Agreement. The Escrow Agent shall be under no duty
whatsoever to institute or defend any such proceedings.
4. CONCERNING THE ESCROW AGENT.
(a) The fee of the Escrow Agent for its services provided hereunder shall
be its customary fees for such services, payable on delivery of the escrow. The
payment of all fees, disbursements, expenses and advances charged by the Escrow
Agent shall be borne by the Purchaser except as set forth in Section 2(d) above.
(b) The Escrow Agent may resign and be discharged from its duties
hereunder at any time by giving notice of such resignation to both the
Stockholder and the Purchaser specifying a date not less than ten business days
following the date of such notice when such resignation shall take effect. Upon
such notice, a successor escrow agent, which shall be a national bank, shall be
selected by the Purchaser, subject to the reasonable approval of the
Stockholder, such successor escrow agent to become the Escrow Agent hereunder
upon the resignation date specified in such notice. If the Purchaser and the
Stockholder are unable to agree upon a successor escrow agent within ten
business days after the date of such notice, the Escrow Agent shall be entitled
to appoint its successor, which shall be a national bank. The Escrow Agent
shall continue to serve until its successor accepts the escrow and receives the
Share Documents. The Purchaser, subject to the reasonable approval of the
Stockholder, may at any time substitute a new Escrow Agent, which shall be a
national bank, by giving notice thereof to the Escrow Agent then acting.
(c) The Escrow Agent undertakes to perform only such duties as are
specifically set forth herein and may conclusively rely upon, and shall be
protected in acting or refraining from acting on, any written notice, instrument
or signature believed by it to be genuine and to have been signed or presented
by the proper party or parties duly authorized to do so. The Escrow Agent shall
have no responsibility for the contents of any writing contemplated herein and
may rely without any liability upon the contents thereof. Notwithstanding
anything to the contrary in this Escrow Agreement, where Escrow Agent is
required to take action upon delivery by the Stockholder or the Purchaser (or
both of them) of a notice, certificate or instructions to the Escrow Agent, the
Escrow Agent shall not be obligated to take any action until the appropriate
party (or parties) has acted by delivering the certificate, notice or
instructions to the Escrow Agent (none of which shall be binding
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<PAGE>
upon the Escrow Agent unless in writing) as to the action to be taken hereunder
indicating in writing that a copy of such certificate, notice or instructions
has been delivered to the other party. The Stockholder and the Purchaser
acknowledge that the Escrow Agent is bound only by the terms of this Escrow
Agreement and that the Escrow Agent shall not be required to use its discretion
with respect to any matter that is the subject of this Escrow Agreement or with
respect to instructions received under this Escrow Agreement.
(d) The Escrow Agent shall not be liable for any action or omission in
good faith believed by it to be authorized hereby or within the rights or powers
conferred upon it hereunder, nor for action or omission in good faith and in
accordance with advice of outside counsel (which counsel may be of the Escrow
Agent's own choosing), and shall not be liable for any mistakes of fact or error
of judgment or for any acts or omissions of any kind unless caused by its own
willful misconduct or gross negligence.
(e) Except as set forth in the next sentence, the Purchaser and its
respective successors and assigns will indemnify and hold harmless Escrow Agent
against any and all losses, claims, damages, liabilities and expenses, including
reasonable costs of investigation, counsel fees and disbursements that may be
imposed on Escrow Agent or incurred by Escrow Agent in connection with its
acceptance of appointment or the performance of its duties under this Escrow
Agreement, including any litigation arising from this Escrow Agreement or
involving its subject matter, except as a result of Escrow Agent's own gross
negligence or willful misconduct. The Stockholder and its respective successors
and assigns will indemnify and hold harmless Escrow Agent against any and all
losses, claims, damages, liabilities and expenses, including reasonable costs of
investigation, counsel fees and disbursements that may be imposed on Escrow
Agent or incurred by Escrow Agent in connection with or arising out of
Section 2(d) of this Escrow Agreement, including any litigation arising
therefrom or involving its subject matter, except as a result of Escrow Agent's
own gross negligence or willful misconduct. Notwithstanding the preceding two
sentences, if a court finally determines that any party hereto acted
unreasonably in failing to give a notice or acknowledgment hereunder, such party
shall indemnify the Escrow Agent pursuant to this clause (e) and the other party
hereto shall be relieved of any obligation to indemnify the Escrow Agent
pursuant to this clause (e) to the extent that such failure to act reasonably
causes the Escrow Agent to incur any losses, claims, damages, liabilities and
expenses, including reasonable costs, fees and disbursements referred to in the
first sentence of this clause (e), for which the Escrow Agent is entitled to
indemnification pursuant to this clause (e). Such indemnity shall survive the
termination or discharge of this Escrow Agreement or resignation of the Escrow
Agent.
5. REMEDIES. Notwithstanding any provision in this Escrow Agreement to
the contrary, the parties agree that Purchaser
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<PAGE>
would be irreparably damaged if the Escrow Agent refused to deliver certificates
representing any of the Shares upon exercise of the Stock Option in accordance
with the terms and conditions of this Escrow Agreement or if the Escrow Agent
refused to perform any of the Escrow Agent's other obligations under this Escrow
Agreement in accordance with the terms and conditions of the Escrow Agreement,
and that Purchaser would not have an adequate remedy at law for money damages in
such event. Accordingly, the Purchaser shall be entitled to specific
performance and injunctive and other equitable relief to enforce the performance
hereof by the Stockholder and the Escrow Agent. This provision is without
prejudice to any other rights that the Purchaser may have against the
Stockholder or the Escrow Agent for any failure to perform their respective
obligations under this Escrow Agreement. Notwithstanding any provision in this
Escrow Agreement to the contrary, the parties further agree that Stockholder
would be irreparably damaged if the Escrow Agent refused to deliver the Purchase
Price upon exercise of the Stock Option in accordance with the terms and
conditions of this Escrow Agreement or if the Escrow Agent refused to perform
any of the Escrow Agent's other obligations under this Escrow Agreement in
accordance with the terms and conditions of the Escrow Agreement, and that
Stockholder would not have an adequate remedy at law for money damages in such
event. Accordingly, the Stockholder shall be entitled to specific performance
and injunctive and other equitable relief to enforce the performance hereof by
the Purchaser and the Escrow Agent. This provision is without prejudice to any
other rights that the Stockholder may have against the Purchaser or the Escrow
Agent for any failure to perform their respective obligations under this Escrow
Agreement.
6. ENTIRE AGREEMENT; ASSIGNMENT; AMENDMENT. This Escrow Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, of the parties with respect to such subject matter other than
the Option Agreement. Purchaser may assign its rights and obligations hereunder
to any wholly-owned affiliate of Purchaser or BRW Steel Corporation (an
"Assignee"). This Escrow Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto.
7. VALIDITY. The invalidity or unenforceability of any provision of this
Escrow Agreement shall not affect the validity or enforceability of any other
provisions of this Escrow Agreement, which shall remain in full force and
effect.
8. NOTICES. Wherever this Escrow Agreement requires notice by any of the
parties, such notice shall not be unreasonably withheld. All notices, requests,
claims, demands and other communications hereunder shall be in writing and shall
be given (and shall be deemed duly given upon receipt) by personal delivery, by
cable, telegram or telex, or by mail
-6-
<PAGE>
(registered or certified mail, postage prepaid, return receipt requested) to the
respective parties as follows:
If to the Stockholder, to the address set forth with respect
to the Stockholder on Schedule C hereto
With a copy to: Bliss & Laughlin Industries Inc.
281 East 155th Street
Harvey, IL 60426
Attention: President
and: Wildman, Harrold, Allen & Dixon
225 West Wacker Drive, #3000
Chicago, IL 60606
Attention: Roger G. Fein
If to Purchaser, to: B & L Acquisition Corporation
c/o BRW Steel Corporation
4 Northshore Center
Pittsburgh, PA 15212
Attention: President
with a copy to: Ken M. Brown, Esq.
Pillsbury Madison & Sutro
1050 Connecticut Avenue, NW, #1200
Washington, DC 20037
If to Escrow Agent, to: LaSalle National Trust, N.A.
135 South LaSalle Street, Room 200
Chicago, IL 60603
or to such other person or address as any party may have furnished to the others
in writing in accordance herewith; provided, however, that notice of change of
address shall be effective only upon receipt. The Stockholder and the Purchaser
agree that each will timely provide to the other a copy of any notice which it
shall send to the Escrow Agent hereunder.
9. GOVERNING LAW. This Escrow Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
reference to principles of conflicts of laws.
10. DESCRIPTIVE HEADINGS. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Escrow Agreement.
11. PARTIES IN INTEREST. This Escrow Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Escrow
Agreement, express or implied, is intended to confer upon any other person or
entity any rights or remedies of any nature whatsoever under or by reason of
this Escrow Agreement.
-7-
<PAGE>
12. COUNTERPARTS. This Escrow Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
13. JURISDICTION. Any judicial proceeding brought against any of the
parties to this Agreement with respect to any dispute arising out of this
Agreement or any matter related hereto may be brought in the courts of the State
of Illinois located in Chicago, Illinois, or in the United States District
Courts in Chicago, Illinois, and, by execution and delivery of this Agreement,
each of the parties to this Agreement accepts the exclusive jurisdiction of such
courts, and irrevocably agrees to be bound by any judgment rendered thereby in
connection with this Agreement. The foregoing consents shall not constitute
general consents to service of process in the State of Illinois for any purpose
except as provided above and shall not be deemed to confer rights to any Person
other than the respective parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
be executed and delivered on the date first written above.
B & L ACQUISITION CORPORATION
By
---------------------------
Title
------------------------
Name
-------------------------
STOCKHOLDER
------------------------------
ESCROW AGENT
By
---------------------------
Title
------------------------
Name
-------------------------
-8-
<PAGE>
SCHEDULE A
Name of Stockholder Number of Shares
- ------------------- ----------------
Gregory H. Parker ..................................... 279,729
<PAGE>
SCHEDULE B
Name of Stockholder Number of Shares
- ------------------- ----------------
Gregory H. Parker ..................................... 142,380*
* Mr. Parker has agreed to place an additional 58,678 Shares into escrow pending
receipt by the Escrow Agent of the Shares of William P. Daugherty and Ellen L.
Daugherty.
<PAGE>
SCHEDULE C
Gregory H. Parker
20091 Tam O Shanter
Olympia Fields, IL 60461
<PAGE>
EXHIBIT A
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE
PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND IN
RELIANCE UPON THE HOLDER'S REPRESENTATION THAT SUCH SECURITIES WERE BEING
ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF SUCH SECURITIES
MAY BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER MAY PROPERLY BE
MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR THAT SUCH
SECURITIES HAVE BEEN SO REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS
IN EFFECT AT THE DATE OF SUCH TRANSFER.
THIS CERTIFICATE AND THE SHARES OF STOCK EVIDENCED HEREBY ARE SUBJECT TO
THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND STANDSTILL
AGREEMENT DATED AS OF MAY 11, 1990, BY AND AMONG THE COMPANY AND CERTAIN OF
THE SHAREHOLDERS THEREOF, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY, REFERENCE TO ALL THE TERMS AND CONDITIONS THEREOF
BEING HEREBY MADE, AND NO SALE, TRANSFER, ENCUMBRANCE, OR OTHER DISPOSITION
OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY BE EFFECTED
EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF SAID AGREEMENT.
<PAGE>
EXHIBIT B
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE
PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND IN
RELIANCE UPON THE HOLDER'S REPRESENTATION THAT SUCH SECURITIES WERE BEING
ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF SUCH SECURITIES
MAY BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER MAY PROPERLY BE
MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR THAT SUCH
SECURITIES HAVE BEEN SO REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS
IN EFFECT AT THE DATE OF SUCH TRANSFER.
THIS CERTIFICATE AND THE SHARES OF STOCK EVIDENCED HEREBY ARE SUBJECT TO
THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND STANDSTILL
AGREEMENT DATED AS OF MAY 11, 1990, BY AND AMONG THE COMPANY AND CERTAIN OF
THE SHAREHOLDERS THEREOF, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY, REFERENCE TO ALL THE TERMS AND CONDITIONS THEREOF
BEING HEREBY MADE, AND NO SALE, TRANSFER, ENCUMBRANCE, OR OTHER DISPOSITION
OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY BE EFFECTED
EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF SAID AGREEMENT.
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCK OPTION AGREEMENT, DATED AS OF SEPTEMBER 16, 1995, WITH B & L
ACQUISITION CORPORATION AND BRW STEEL CORPORATION.
<PAGE>
EXHIBIT C
---------
BLISS & LAUGHLIN INDUSTRIES INC.
RIGHT OF FIRST REFUSAL
AND STANDSTILL AGREEMENT
DATED_____________, 1990
C-1
<PAGE>
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE I
GENERAL RECITALS AND DEFINITIONS............................................ C-4
Section 1.1 General Recitals; Initial Agreements........................... C-4
Section 1.2 Certain Definitions............................................ C-4
ARTICLE II
BASIC CONTROL AGREEMENTS.................................................... C-6
Section 2.1 Basic Control Agreements....................................... C-6
Section 2.2 Directors; Board Designation Termination Date.................. C-7
Section 2.3 Right to Designate Following Board Designation Termination
Date........................................................... C-7
Section 2.4 Removal of Directors; Vacancies................................ C-7
Section 2.5 Obligation to be Counted for Quorum............................ C-8
Section 2.6 Bylaws, Charter Amendments and Other Action.................... C-8
Section 2.7 Proxy to Vote.................................................. C-8
Section 2.8 Supermajority Vote............................................. C-8
Section 2.9 Deadlock....................................................... C-8
Section 2.10 Nature of Post-Incorporation Agreement......................... C-9
Section 2.11 Eligibility of the Company's Shares of Common Stock
for Trading.................................................... C-9
ARTICLE III
RESTRICTIONS ON TRANSFER; RIGHTS OF FIRST REFUSAL........................... C-9
Section 3.1 Restrictions on Transfer of Stelco Shares During Initial
Five Years; Rights of First Refusal; Co-Sale................... C-9
Section 3.2 Restrictions on Transfer of Management Stockholder Shares
During Initial Five Years; Rights of First Refusal............. C-10
Section 3.3 Continued Restrictions for Five Years Following Fifth Year..... C-11
Section 3.4 Exception for Tender Offer or Similar Transactions............. C-11
Section 3.5 Involuntary Transfers.......................................... C-11
Section 3.6 Permitted Assignees............................................ C-12
Section 3.7 Assignment of Purchase Rights.................................. C-12
Section 3.8 Value of Non-Cash Consideration................................ C-12
Section 3.9 Closing........................................................ C-12
Section 3.10 Assumption By Successors....................................... C-12
Section 3.11 Pledge of Shares; Improper Transfer............................ C-13
Section 3.12 Abstention by Offeror or Designated Directors.................. C-13
ARTICLE IV
STANDSTILL AGREEMENTS....................................................... C-13
Section 4.1 Restrictions on Acquisitions of Stock by Stelco; Other
Agreements..................................................... C-13
Section 4.2 Restrictions on Acquisitions of Stock by Management
Stockholders; Other Agreements................................. C-13
Section 4.3 Tender Offer Exception......................................... C-14
Section 4.4 Right to Maintain Equity Position.............................. C-14
Section 4.5 Affirmative Obligations of the Parties......................... C-15
ARTICLE V
TENDER OFFER BY STELCO AFTER FIFTH YEAR AND PRIOR TO TENTH YEAR............. C-15
</TABLE>
C-2
<PAGE>
<TABLE>
<S> <C>
ARTICLE VI
MISCELLANEOUS............................................................... C-16
Section 6.1 Legend on Share Certificates................................... C-16
Section 6.2 Termination of Agreement....................................... C-16
Section 6.3 Amendments..................................................... C-16
Section 6.4 Notices........................................................ C-16
Section 6.5 General........................................................ C-16
Signatures.................................................................. C-17
Exhibit A
Stock Ownership by Management Stockholders.................................. C-19
</TABLE>
C-3
<PAGE>
BLISS & LAUGHLIN INDUSTRIES INC.
RIGHT OF FIRST REFUSAL
AND STANDSTILL AGREEMENT
THIS AGREEMENT is made and entered into as of the _____ day of _________,
1990, by and among BLISS & LAUGHLIN INDUSTRIES INC., a Delaware corporation (the
"Company"), the Management Stockholders of the Company whose signatures appear
at the end of this Agreement, and STELCO INC., a corporation organized under the
laws of Canada (hereinafter, together with its Affiliates, referred to as
"Stelco").
ARTICLE I
GENERAL RECITALS AND DEFINITIONS
SECTION 1.1 GENERAL RECITALS; INITIAL AGREEMENTS. On the date hereof,
Stelco is acquiring 1,559,759 shares of common stock, $.01 par value of the
Company ("Common Stock"), at a price of $12.00 (U.S.) per share, as set forth
in that certain Agreement of Purchase and Sale among Stelco, the Company,
Bliss & Laughlin Steel Company, an Illinois corporation ("B&L Steel"), and
Canadian Drawn Steel Company Inc., a corporation organized under the laws of
Canada ("CDSC"), dated January ____, 1990 (the "Agreement of Purchase and
Sale"). Pursuant to the Agreement of Purchase and Sale, Stelco will be the
owner of approximately 39.3% of outstanding shares of Common Stock as of the
date hereof.
The Management Stockholders collectively were the owners of 100% of the
outstanding shares of Common Stock immediately prior to December 15, 1988, the
date the Company's registration of securities on Form S-1 filed pursuant to the
Securities Act of 1933, as amended, became effective. The Management
Stockholders now collectively own 1,559,759 shares of Common Stock which,
immediately prior to the closing of the transactions contemplated by the
Agreement of Purchase and Sale, constituted approximately 64.7% of the
outstanding shares of Common Stock and, immediately following the closing of the
transactions contemplated by the Agreement of Purchase and Sale, will result in
the Management Stockholders owning approximately 39.3% of the outstanding shares
of Common Stock. The number of shares of Common Stock owned by each Management
Stockholder on the date hereof is set forth on Exhibit A.
This Right of First Refusal and Standstill Agreement is contemplated by the
Agreement of Purchase and Sale and is intended, in part, to maintain the balance
between Stelco and the Management Stockholders in the management and control of
the Company for the periods provided herein.
SECTION 1.2 CERTAIN DEFINITIONS.
(a) AFFILIATE. The term "Affiliate" with respect to any Person (as
hereinafter defined) shall mean any director or officer of such Person, any
corporation, association, firm, partnership, joint venture or other entity of
which such Person is a partner, joint venturer, member, director or officer, the
spouse of such Person (or of any officer or director of such Person), and any
other Person directly or indirectly controlling, controlled by, or under common
control with, such Person, provided that neither the Company nor any Management
Stockholder shall be deemed to be an Affiliate of Stelco and neither the
Company, any other Management Stockholders, nor Stelco shall be deemed to be
an Affiliate of any Management Stockholder. For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as used
with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or to cause the direction of management and policies of
such Person, whether through the ownership of voting securities, by contract
or otherwise.
(b) BOARD DESIGNATION TERMINATION DATE. The term "Board Designation
Termination Date" is defined in Section 2.2.
(c) CHANGE OF CONTROL. A "Change of Control" shall be deemed to have
occurred if (a) any shareholder or group of shareholders acting in concert
(within the meaning of Section 13(d) of the Securities Exchange Act of 1934), or
any of their respective affiliates and associates, shall elect or are elected a
majority of the Board of Directors of the Company, or (b) any third party or
third parties acting in concert (within the meaning of Section 13(d) of the
Securities Exchange Act of 1934), or any of their respective affiliates and
associates, become the owner of a majority of any outstanding class of
securities entitled to vote for the election of directors, or (c) any cessation
of the majority of the Company's business or sale of all or substantially all
the assets of the Company, on a consolidated basis, or (d) any merger in which
the Company is not the survivor or any consolidation or share exchange or
similar transaction.
(d) COMMON STOCK. The term "Common Stock" is defined in Section 1.1.
(e) CO-SALE MANAGEMENT STOCKHOLDER. The term Co-Sale Management Stockholder
is defined in Section 3.1(b).
C-4
<PAGE>
(f) INVOLUNTARY TRANSFER EVENT. The term "Involuntary Transfer Event" is
defined in Section 3.5.
(g) MANAGEMENT STOCKHOLDER. The term "Management Stockholder" shall mean
any one or more of the following and the Permitted Assignee or Permitted
Assignees (as hereinafter defined) of a Management Stockholder:
Gregory H. Parker
F. Elizabeth Parker
Roger G. Fein, as Trustee of the Gregory H. Parker irrevocable
Family Trust under Trust Agreement dated October 31, 1988
Anthony J. Romanovich
Barbara A. Romanovich
George W. Fleck
Joan E. Fleck
Richard W. Ressler
Gerald E. Brady
Carole A. Brady
Richard M. Bogdon
Phyllis Bogdon
Michael A. DeBias
Carl H. Laib
William P. Daugherty
William P. Daugherty, as Trustee of the William P. Daugherty Trust
dated May 11, 1989
Ellen L. Daugherty as Trustee of the Ellen L. Daugherty Trust
dated May 11, 1989
Chester J. Pucilowski
Geraldine Pucilowski
The term "Management Stockholders" shall mean every Management Stockholder and
all their Permitted Assignees.
(h) MARKET PRICE. The term "Market Price" means as to any security the
average of the closing prices of such security's sales on all domestic
securities exchanges on which such security may at the time be listed, or, if
there have been no sales on any such exchange on any day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day such security is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of
4:00 P.M., New York time, on such day, or, if on any day such security is
not quoted in the NASDAQ System, the average of the highest bid and lowest
asked prices on such day in the domestic over-the-counter market as reported
by the National Quotation Bureau, Incorporated, or any similar successor
organization, in each such case averaged over a period of the sixty (60)
consecutive business days prior to the date as of which "Market Price" is
being determined; provided that if such security is listed on any domestic
securities exchange the term "business days" as used in this sentence means
business days on which such exchange is open for trading. If at any time such
security is not listed on any domestic securities exchange or quoted in the
NASDAQ System or the domestic over-the-counter market, the "Market Price" will
be the fair value thereof determined by a qualified independent third party
to be selected jointly by the Company, Stelco and a majority in interest of
the Management Stockholders, excluding any Management Stockholder whose Shares
are subject to the proposed Transfer (as hereinafter defined); provided that
if such parties are unable to reach agreement on the selection of such
independent third party within a reasonable time, such independent third party
will be selected by a third party jointly selected by the Company, Stelco and
a majority in interest of the Management Stockholders (excluding any Management
Stockholder whose Shares are subject to the proposed Transfer).
(i) PERSONAL REPRESENTATIVE. The term "Personal Representative" shall
mean the Person or Persons, including any bank or trust company, who shall be
the duly appointed, qualified and acting conservator, personal representative,
trustee, or other legally acting personal representative of a Management
Stockholder or the executor or executors of the Last Will of a Management
Stockholder or the duly appointed, qualified and acting administrator with
the Will annexed or administrator to collect the estate of a Management
Stockholder.
(j) PERMITTED ASSIGNEE. The term "Permitted Assignee" in the case of a
Management Stockholder shall mean (i) any other Management Stockholder,
(ii) the spouse of a Management Stockholder and the trustees of any trust
C-5
<PAGE>
created for the primary benefit of a Management Stockholder or his spouse,
(iii) a bank or other financial institution to which Shares are pledged (the
foreclosure of a pledge, however, shall be subject to Section 3.5), (iv) upon
the death of a Management Stockholder shall also include the children of a
Management Stockholder (including adopted children), and the trustees of any
trust created for the primary benefit of such children, to whom Shares are
Transferred by will or intestate succession, (v) each beneficiary of the
Gregory H. Parker Irrevocable Family Trust dated October 31, 1988, and (vi) any
bona fide charitable organization designated by a Management Stockholder or
by a Permitted Assignee. In the case of Stelco, the term "Permitted Assignee"
shall only mean any Affiliate of Stelco. In the case of a Permitted Assignee
of either a Management Stockholder or Stelco, the Permitted Assignee must agree
to be bound by the provisions of this Agreement as set forth in Section 3.6.
In no case may a Management Stockholder during his lifetime Transfer more than
50% of the Shares owned by him or her on the date hereof to a Permitted
Assignee without complying with the provisions of Article III.
(k) PROSPECTIVE STELCO SHARE PURCHASER. The term Prospective Stelco Share
Purchaser is defined in Section 3.1(a).
(l) PROSPECTIVE MANAGEMENT STOCKHOLDER PURCHASER. The term Prospective
Management Stockholder Purchaser is defined in Section 3.2(a).
(m) PERSON. The term "Person" shall mean any individual, sole
proprietorship, partnership, joint venture, trust, unincorporated organization,
association, corporation, institution, entity, party, or government (whether
national, federal, state, provincial, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, body or
department thereof).
(n) SHARES. The term "Shares" shall include and refer to all the
outstanding shares of the capital stock of the Company directly or indirectly
now owned or held or hereafter acquired, whether by purchase, subscription,
gift, stock dividends or otherwise, by Stelco or any of the Management
Stockholders, or by any Permitted Assignee or by any other person who takes
subject to this Agreement, and all options, interests, participations or other
equivalents (howsoever designated) of or in a corporation, whether voting or
non-voting, including without limitation, common stock, warrants, preferred
stock, convertible debentures and all agreements, instruments and documents
convertible, in whole or in part, into any one or more of all of the foregoing.
(o) STELCO. The term "Stelco" shall mean Stelco Inc., a corporation
organized under the laws of Canada, and any Affiliate or Permitted Assignee
of Stelco.
(p) STOCKHOLDER. The term "Stockholder" shall mean Stelco and the
Management Stockholders, and any other party hereto owning Shares, including
a Permitted Assignee.
(q) TRANSFER. The terms "Transfer" or "Transferred" as used herein, shall
include a sale, assignment, distribution, gift or any other act whereby
Stelco's or a Management Stockholder's rights of ownership are alienated or
disposed of or in any way impaired or affected, whether by operation of law
or otherwise; provided, however, it is understood and agreed that no pledge,
hypothecation or other encumbrance of the Shares are permitted hereunder
except as provided by Section 3.11.
All capitalized terms used and not otherwise defined herein have the
same meanings as in the Agreement of Purchase and Sale. Wherever the context
so requires, the singular shall include the plural, and the masculine, the
feminine and neuter, and vice versa.
ARTICLE II
BASIC CONTROL AGREEMENTS
SECTION 2.1 BASIC CONTROL AGREEMENTS. The parties hereby agree that
owing to the nature of the business to be transacted by the Company and to
its personal and business relationships, it is not desirable that the Shares
owned by Stelco and the Management Stockholders be freely transferable.
Further, Stelco and the Management Stockholders desire to maintain
approximately the same number of directors which they would be entitled to
elect if the Company had cumulative voting for directors. The stockholders
of the Company owning a majority of the number of shares of Common Stock of
the Company whose shares are not subject to this Agreement have approved the
transaction of which this Agreement is a part. Accordingly, Stelco and each
Management Stockholder, and any other Person purchasing or succeeding to any
Shares under the conditions hereinafter specified, shall until the Board
Designation Termination Date (as hereinafter defined) collectively and
severally vote or cause the vote of the respective Shares held by each holder
of Shares and shall use its best efforts to undertake, or cause to be
undertaken, any and all of the actions necessary or requested in whatever
capacity, if such action is reasonably required and not contrary to law,
whether as a director, stockholder, officer or employee so as to provide for
all terms and matters described in the following provisions. As used in this
Article II (except for Sections 2.2(d), 2.2(e), 2.7 and 2.9), the term
"Company"
C-6
<PAGE>
shall be deemed to include B&L Steel, CDSC, and any other operating subsidiary
of the Company or any operating subsidiary of B&L or CDSC, whether now
existing or hereafter organized.
SECTION 2.2 DIRECTORS; BOARD DESIGNATION TERMINATION DATE. The Board of
Directors of each Company, except as set forth in Subsection 2.2(e), shall
consist of either seven (7) or nine (9) directors and the initial number of
directors shall be seven (7). Stelco will have the right to designate
director(s) to be elected to each of the Board of Directors of the Company
(the "Boards") in such numbers and upon such terms and conditions as provided
in this Article for the period of time during which Stelco owns at least 15%
of the issued and outstanding shares of Common Stock until the Board
Designation Termination Date as defined below. For purposes of this Agreement,
the term "Board Designation Termination Date" will be the earlier of (i) five
(5) years from the date hereof, (ii) the date on which Stelco shall own at
least 60% of the issued and outstanding shares of Common Stock (or, in the
event that a majority of the seven Management Stockholders who have entered
into an Employment Agreement with the Company on the date hereof have
terminated their employment with the Company, other than upon a Change in
Control as defined in such Employment Agreement, such percentage shall be
reduced to ownership of a majority of the issued and outstanding shares of
Common Stock), or (iii) the date on which Stelco's percentage ownership of
all issued and outstanding shares of Common Stock is decreased to less than
15% of the issued and outstanding shares of Common Stock. The number of
directors Stelco and the Management Stockholders will have the right to
designate for election as directors to each of the Boards will be determined
as follows:
(a) For so long as Stelco owns at least 30% but less than 60% of
the issued and outstanding shares of Common Stock, Stelco will have the
right to designate for election that number of directors to each of the
Boards which equal the number (not exceeding three) of directors
designated for election to each of the Boards by Management Stockholders
until the Board Designation Termination Date. For purposes of designating
directors for election to the Board of Directors of the Company, Stelco's
designations will be apportioned among the three classes comprising the
Company's Board of Directors so as to maintain Stelco's number of
designated directors in each such class as nearly equal as possible.
(b) In the event Stelco's percentage ownership of shares of Common
Stock is reduced to less than 30% of the outstanding shares of Common
Stock but Stelco owns at least 15% of the outstanding shares of Common
Stock, Stelco will have the right to designate for election one director
to each of the Boards until the Board Designation Termination Date.
(c) Management Stockholders shall collectively have the right to
designate at least the same number of directors to each of the Boards as
designated by Stelco until the Board Designation Termination Date.
(d) The parties hereto agree to the election of at least two and
not more than three independent directors to the Board of Directors of
the Company. The term "independent director" shall mean a person other
than an officer or employee of the Company or any other individual
having a relationship which, in the opinion of the Board, would interfere
with the exercise of independent judgment in carrying out the
responsibilities of a director. The parties hereto agree that the
following directors of the Company are deemed to be as of the date of
the signing of this Agreement independent directors for purposes of this
Agreement: Roger G. Fain, Charles P. McLarnon and Dennis W. Sheehan.
(e) The initial directors of CDSC shall consist of the two Stelco
designees to the Board of Directors of the Company and Gregory H. Parker
or such other person as designated by the Management Stockholders.
Gregory H. Parker shall initially be designated Chairman of the Board.
Notwithstanding any provision of this Agreement to the contrary, until
the Board Designation Termination Date, (i) CDSC shall be governed by
that certain Unanimous Shareholder Agreement dated December , 1989 by
and among CDSC, the Company and John F.T. Warren, as amended from time
to time, and (ii) the CDSC directors shall be determined by the Board
of Directors of the Company, by majority vote, which CDSC Board shall
consist of a majority of Canadian residents for as long as the Canada
Business Corporations Act so requires.
SECTION 2.3 RIGHT TO DESIGNATE FOLLOWING BOARD DESIGNATION TERMINATION
DATE. After the Board Designation Termination Date, Management Stockholders will
collectively have the right to designate at least one director as long as the
Management Stockholders collectively own at least fifteen percent (15%) of the
outstanding Shares. After the Board Designation Termination Date, Stelco will
have the right to designate at least one director as long as Stelco owns at
least fifteen percent (15%) of the outstanding Shares.
SECTION 2.4 REMOVAL OF DIRECTORS; VACANCIES. Stelco shall have the right,
with or without cause, to request the removal from the Board of the Company
of the directors nominated by it. In the event that any such person for
any reason ceases to serve as a member of the Boards during his term of
office and prior to the Board Designation Termination Date, the resulting
vacancy on any or all such Boards will be filled by a person selected by
Stelco. The Management Stockholders will have a corresponding right to remove
and replace the directors nominated by them. Stelco and the Management
Stockholders will take such actions as may be necessary or
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desirable to comply with any request for removal hereunder and to fill any
vacancies on any of the Boards, including any actions that may be required
by applicable federal, provincial or state corporation law.
SECTION 2.5 OBLIGATION TO BE COUNTED FOR QUORUM. Stelco agrees, as a
stockholder of Shares, to be present in person or to be represented by proxy,
at all stockholder meetings of the Company so that all Shares owned by Stelco
may be counted for the purpose of determining the presence of a quorum at
such meetings.
SECTION 2.6 BYLAWS, CHARTER AMENDMENTS AND OTHER ACTION. Each party shall
vote to approve and adopt any bylaws, charter amendments and other corporate
actions in furtherance of, and to give effect to, the agreements and provisions
set forth in this Agreement or the Agreement of Purchase and Sale, and shall
not (unless it has the consent of the corporate parties and the consent of
the Management Stockholders owning at least eighty percent (80%) of the Shares
owned by the Management Stockholders) vote to repeal or adopt any bylaws or
charter provisions, or to take any other corporate actions, in violation of,
or inconsistent with, the agreements and provisions set forth in this Agreement
or the Agreement of Purchase and Sale.
SECTION 2.7 PROXY TO VOTE. Until otherwise revoked by the affirmative
approval of a majority of the full Board of Directors of the Company, the
Company's proxy to vote as a stockholder of each of its subsidiaries shall
be exercised by the Chairman of the Board of the Company.
SECTION 2.8 SUPERMAJORITY VOTE. The parties agree that, until the Board
Designation Termination Date, the bylaws of the Company will provide that the
following actions will require the approval of at least six of the seven
directors (or seven directors if the applicable Board of Directors consists
of nine members):
(a) Any acquisition or divestiture in which the consideration to
to be paid or the consideration to be received exceeds $1,000,000.
(b) The adoption of the annual business plan, including the annual
budget, compensation packages, pensions and budgets contained therein.
(c) Any capital expenditures which in the aggregate would exceed
$1 million in any fiscal year and are not included in the annual business
plan for such fiscal year.
(d) Material deviations from the borrowing and banking policy
established for the annual business plan.
(e) Any proposal for a new share issue or plan to repurchase stock
other than in accordance with Article III of this Agreement.
(f) Any material change to all or substantially all of the Employment
Agreements, as a group, entered into between the Company, B&L Steel or
CDSC, the seven senior executives of the Company or B&L Steel and the
president of CDSC.
(g) The adoption of any new stock option plan of the Company or the
grant of any new option under any existing or hereafter created stock
option plan.
(h) The nomination of any new person by the Board of Directors to
serve as an independent director of the Company.
(i) Any declaration of dividends or other distributions to
stockholders of Bliss & Laughlin Industries Inc.
Notwithstanding the foregoing, in the case of a proposed acquisition which
is governed by the provisions of Section 7.5 of the Agreement of Purchase and
Sale requiring Stelco to offer the Company a right of first refusal to effect
certain proposed United States acquisitions, the directors designated by Stelco
shall abstain from voting and such acquisition may be approved by the
affirmative vote of a majority of the directors not designated by Stelco
present at a meeting at which a quorum is present (including for purposes of
determining the existence of a quorum, the directors designated by Stelco).
SECTION 2.9 DEADLOCK. In the event of a deadlock in the management of
the Company prior to the Board Designation Termination Date, either with
respect to an even division in the number of directors voting with respect
to the deadlock or because of greater than majority voting requirements in
the articles of incorporation or bylaws or otherwise; and either irreparable
injury to the Company on a consolidated basis is thereby caused or threatened,
or the business of the Company on a consolidated basis can no longer be
conducted to the general advantage of all stockholders, then in any such
deadlock the independent directors of the Company as a group may seek to
implement any one or more of the following remedies:
(a) Compel the orderly liquidation of the Company on a consolidated
basis; or
(b) Compel the sale of substantially all the assets of the Company
on a consolidated basis, or any material portion thereof; or
(c) Compel the merger of the Company or sale of all Shares subject
to this Agreement, including all Shares held by Stelco; or
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(d) Call a special meeting of all stockholders of the Company and
abide by the decision of stockholders whose Shares are not subject to this
Agreement.
It shall be a prerequisite to the taking of any such action that Stelco, the
Management Stockholders and all other stockholders of the Company receive
substantially equivalent consideration for the same class of stock and that
such action be taken in good faith. Stelco and the Management Stockholders
shall take all actions reasonably requested to effectuate the foregoing
remedies. Both Stelco and the Management Stockholders shall vote their Shares
in favor of the transaction selected by the independent directors of the
Company if such directors select any such transaction, or in the case of
Section 2.9(d) shall vote in accordance with the decision of the stockholders
whose Shares are not subject to this Agreement.
SECTION 2.10 NATURE OF POST-INCORPORATION AGREEMENT. This Agreement may
be construed as a voting agreement, and is not and shall not be construed as,
a voting trust agreement under the Delaware General Corporation Law or any
other applicable corporation law.
SECTION 2.11 ELIGIBILITY OF THE COMPANY'S SHARES OF COMMON STOCK FOR
TRADING. Stelco, the Company and each Management Stockholder, and any other
Person purchasing or succeeding to any Shares under the conditions hereinafter
specified, agree that for so long as there are public stockholders of the
Company, each of them will use its or his best efforts to maintain the
eligibility of the shares of Common Stock of the Company for trading in the
over-the-counter market through the National Market System of the NASDAQ
System and to maintain any listing of the shares of Common Stock of the
Company on a United States national securities exchange (if the shares of
Common Stock of the Company ever become so listed).
ARTICLE III
RESTRICTIONS ON TRANSFER; RIGHTS OF FIRST REFUSAL
SECTION 3.1 RESTRICTIONS ON TRANSFER OF STELCO SHARES DURING INITIAL FIVE
YEARS; RIGHTS OF FIRST REFUSAL; CO-SALE. During the period commencing on the
date hereof and ending five years from the date hereof, Stelco shall not
Transfer any Shares except in compliance with this Section 3.1 or a Transfer
to a Permitted Assignee. If during such time period Stelco shall desire to
Transfer all or any part of its Shares, then first the Company, and then
the Management Stockholders together, shall have the prior first right to
purchase such Shares for the price and in the manner hereinafter provided.
(a) PRIOR RIGHTS TO PURCHASE.
(1) TRANSFER BY STELCO. In the event that Stelco shall desire
to Transfer all or any portion of its Shares, Stelco shall first
offer such Shares to the Company and the Management Stockholders by
giving such parties written notice concurrently, in accordance with
the provisions of Section 6.4, of the proposed Transfer of such
Shares. Such notice shall fully disclose all material terms of the
proposed transaction, including, but not limited to, the name of the
proposed purchaser or transferee (the "Prospective Stelco Share
Purchaser"), the purchase price or other consideration, the terms of
payment if not payable in cash in full at the time of purchase, the
period of payment, the rate of interest on any unpaid balance of any
deferred purchase price, and the security, if any, to be given by
the Prospective Stelco Share Purchaser. Thereupon, the Company shall
have the prior option and right for a period of thirty (30) days
following the giving of such notice to purchase any or all of the
Shares included in such notice at the same price and upon the same
terms and conditions offered by the Prospective Stelco Share
Purchaser. In the event there is no applicable third party price for
a voluntary Transfer, the price at which Shares shall be offered
pursuant to this Section 3.1 shall be the Market Price of such Shares
determined as of the last day of the fiscal quarter immediately
preceding the proposed date of Transfer.
Following the expiration of such thirty (30) day period, the
Management Stockholders, in proportion to the Shares owned by them,
shall have the option and right for an additional period of
fifteen (15) days to purchase all of such Shares which the Company
has not elected to purchase, at the same price or other consideration
and upon the same terms and conditions offered by the Prospective
Stelco Share Purchaser. Each Management Stockholder electing to
purchase or declining to purchase his or its proportionate share of
the offered Shares shall give written notice of his decision to
the Company, Stelco and all other Management Stockholders within
such additional fifteen (15) day period. If any Management Stockholder
does not purchase his proportionate share of the offered Shares,
then the other Management Stockholders electing to so purchase
shall have an additional period of fifteen (15) days in which to
elect to purchase any unpurchased portion of the offered shares
(again proportionate to their holdings of Shares, excluding the
Shares of the non-purchasing Management Stockholders).
(2) UNPURCHASED SHARES. If all of the Shares offered by Stelco
are not subject to an exercised option to purchase within the time
limits set forth in the preceding subsection 3.1(a)(1), being a
period of up to
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sixty (60) days, Stelco may then sell all such offered Shares to the
Prospective Stelco Share Purchaser in accordance with the terms of the
Prospective Stelco Share Purchaser's offer or proposed transaction,
but subject to and provided there is compliance with the co-sale
provisions of Section 3.1(b) below. If all the offered Shares are not
so sold within fifteen (15) days after the expiration of all time
periods referred to in subsection 3.1(a)(1), the provisions of this
Section 3.1 shall remain in full force as to subsequent Transfers of
Shares owned by Stelco.
(b) CO-SALE.
(1) If all Shares offered for sale by Stelco are not purchased
by the Company pursuant to subsection 3.1(a)(1) and a Management
Stockholder who has declined the offer to purchase any of such Shares
but during the first fifteen day period referred to in Section 3.1(a)
has notified Stelco that he desires to have his Shares purchased
(hereinafter sometimes referred to as the "Co-Sale Management
Stockholder"), then Stelco shall cause the Prospective Stelco Share
Purchaser to make a written irrevocable offer to purchase the Shares
owned by the Co-Sale Management Stockholder on similar terms and
conditions as the proposed purchase of the Shares owned by Stelco
by the Prospective Stelco Share Purchaser. The Co-Sale Management
Stockholder shall have the right to accept said offer within fifteen
(15) days of receipt thereof, and shall evidence his acceptance(s) in
writing addressed to the Prospective Stelco Share Purchaser, with
copies to Stelco, the Company and all other Co-Sale Management
Stockholders. In the event all such Shares cannot be sold pursuant
to the terms of the Prospective Stelco Share Purchaser's original
offer to Stelco, the Co-Sale Management Stockholders who elect to
exercise their rights under this Section 3.1(b) shall, together with
Stelco, exercise such rights pro rata in accordance with the number
of Shares owned by them.
(2) In the event that the Co-Sale Management Stockholder accepts
the Prospective Stelco Share Purchaser's offer to purchase the
applicable portion of the Shares owned by the Co-Sale Management
Stockholder, the closing of each sale shall take place at the
principal office of the Company on a date specified by the Co-Sale
Management Stockholder in the notice of acceptance to the Prospective
Stelco Share Purchaser, but in no event more than ten (10) days after
the effective date of the acceptance.
(3) The purchase price for the Shares to be purchased under this
Section 3.1(b) shall be paid in full, by wire transfer, cashier's or
certified check, at the closing. If the consideration offered by the
Prospective Stelco Share Purchaser is not all in the form of cash,
then the fair value of such consideration, as determined in accordance
with Section 3.8, shall be paid in full, by wire transfer, cashier's
or certified check, at the closing.
SECTION 3.2 RESTRICTIONS ON TRANSFER OF MANAGEMENT STOCKHOLDER SHARES
DURING INITIAL FIVE YEARS; RIGHTS OF FIRST REFUSAL. During the period commencing
on the date hereof and ending five years from the date hereof, no Management
Stockholder or his Personal Representative shall Transfer any Shares except
in compliance with this Section 3.2 or to a Permitted Assignee. If during such
five year time period a Management Stockholder or his Personal Representative
shall desire to Transfer all or any part of his Shares, then first the other
Management Stockholders together, then the Company, and finally Stelco, shall
have the prior first right to purchase such Shares for a price and in the
manner hereinafter provided.
(a) RIGHTS OF FIRST REFUSAL. In the event that a Management
Stockholder shall desire to Transfer all or any portion of his Shares,
such Management Stockholder shall first offer such Shares to the Management
Stockholders, the Company, and Stelco (in the order named) by giving
written notice concurrently to all Management Stockholders, the Company
and Stelco of the proposed Transfer of such Shares. Such notice shall
fully disclose all material terms of the proposed transaction, including,
but not limited to, the name of the proposed purchaser or transferee
(the "Prospective Management Stockholder Purchase"), the purchase price or
other consideration, the terms of payment if not payable in cash in full
at the time of purchase, the period of payment, the rate of interest on any
unpaid balance of any deferred purchase price, and the security, if any, to
be given by the Prospective Management Stockholder Purchaser or that
such sale will be made on a specified date (at least seven (7) business
days in the future) at the Market Price on the public marketplace.
Thereupon, the Management Stockholders, in proportion to the Shares owned
by them, shall have the prior option and right for a period of three (3)
business days following the giving of such notice to purchase any or all
of the Shares included in such notice at the same price and upon the same
terms and conditions offered by the Prospective Management Stockholder
Purchaser or at the Market Price on the specified date if the Shares are
to be sold on the public marketplace. Each Management Stockholder electing
to purchase or declining to purchase his proportionate share of the
offered Shares shall give written notice of his decision to the Company.
Stelco and all other Management Stockholders within such three (3) business
days period. If any Management Stockholder does not purchase his
proportionate share of the offered Shares, then the other Management
Stockholders electing to so purchase shall have an additional period of
two (2) business days in which to elect to purchase any unpurchased
portion of the offered Shares (again proportionate to their holdings of
Shares, excluding the Shares of the non-purchasing Management
Stockholders). In the event there is no applicable third party price for
a voluntary Transfer, the price at
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which Shares shall be offered pursuant to this Section 3.2 shall be the
Market Price of such Shares determined as of the last day of the fiscal
quarter immediately preceding the proposed date of Transfer.
Following the expiration of such five (5) day period, the Company
shall have the option and right for an additional period of two (2)
business days to purchase all of such Shares which the Management
Stockholders have not elected to purchase, at the same price or other
consideration and upon the terms offered by the Prospective Management
Stockholder Purchaser, and upon the same terms and conditions or at the
Market Price on the specified date if the Shares are to be sold on the
public marketplace.
In the event all Shares offered for sale by the Management
Stockholders are not purchased by the other Management
Stockholders and the Company within such time periods, then Stelco shall
have a period of ten (10) business days from the date of the initial
notice in which to purchase any offered Shares remaining unsold.
(b) UNPURCHASED SHARES. If all of the Shares offered by the
Management Stockholder are not purchased (or subject to an exercised
option to purchase) within the time limit set forth in the preceding
subsection 3.2(a), being a period of up to ten (10) business days, the
Management Stockholder may then sell his Shares to the Prospective
Management Stockholder Purchaser in accordance with the terms of the
Prospective Management Stockholder Purchaser's offer or proposed
transaction or at the Market Price on the specified date if the Shares
are to be sold on the public marketplace. If all the offered Shares are
not so sold within fifteen (15) days after the expiration of all time
periods referred to in subsection 3.2(a), the provisions of this Section
shall remain in full force as to subsequent offers and sales of Shares.
Any such purchaser of the offered Shares (except a purchaser of such
Shares on the then public marketplace for the Shares) shall hold such
Shares subject to all of the terms and provisions of this Agreement and
as a condition of Transfer shall sign an acknowledgment that it is bound
by all the terms of this Agreement.
SECTION 3.3 CONTINUED RESTRICTIONS FOR FIVE YEARS FOLLOWING FIFTH YEAR.
Following the fifth anniversary of this Agreement, Shares may be Transferred
by a Management Stockholder of his Personal Representative or by Stelco during
the next five years of the term of this Agreement only in compliance with the
right of first refusal provisions of this Section 3.3 or a Transfer to a
Permitted Assignee. In the event a Management Stockholder or his Personal
Representative desires to Transfer his Shares following the fifth anniversary
date and before the tenth anniversary date of this Agreement, he shall first
give Stelco notice of his desire to Transfer Shares and Stelco shall thereupon
have a period of five (5) business days in which to purchase all and not less
than all, of the Shares offered at the same price offered by the prospective
purchaser or, if none, at the Market Price. In the event Stelco desires to
Transfer its Shares following the fifth anniversary date and before the tenth
anniversary date of this Agreement, it shall first give the Management
Stockholders notice of its desire to Transfer Shares and the Management
Stockholders collectively shall thereupon have a period of five (5) business
days in which to (i) purchase all and not less than all, of the Shares
offered at the same price offered by the prospective purchaser or, if none, at
the Market Price, or (ii) agree to sell their Shares to the prospective
purchaser on the same terms and conditions, whereupon Stelco shall cause the
prospective purchaser to make a written irrevocable offer to purchase the Shares
owned by the Management Stockholders electing such co-sale rights on similar
terms and conditions as the proposed purchase of the Shares owned by Stelco.
Management Stockholders who elect to exercise their co-sale rights pursuant to
this Section shall, together with Stelco, exercise such rights pro rata in
accordance with the number of Shares owned by them. The restrictions of this
Section 3.3 shall terminate on the tenth anniversary of this Agreement.
SECTION 3.4 EXCEPTION FOR TENDER OFFER OR SIMILAR TRANSACTIONS.
Notwithstanding anything in this Agreement to the contrary, if a bona fide
offer (with satisfactory evidence of substantially all cash financing) is made
by any corporation, entity, person or group (other than any party hereto or its
Affiliates) to all stockholders of the Company for securities of the Company
which, if successful, would result in such offeror holding a majority or more
(on a fully diluted basis) of the total combined voting power of securities of
the Company then outstanding having power to vote for the election of
directors, then the following special provisions shall apply:
(a) the provisions of Sections 3.1, 3.2 and 3.3 shall not apply and
any party to this Agreement may sell his, her or its Shares in such
transaction without complying with the provisions of such Sections except
that the Management Stockholders shall give Stelco, and as applicable,
Stelco shall give the Management Stockholders, a right of first refusal to
match such third party tender offer for a period of five (5) business days
following the commencement of such third party offer; and
(b) the provisions of Sections 4.1 and 4.2 shall not apply during
the pendency of such tender offer.
SECTION 3.5 INVOLUNTARY TRANSFERS. In the event that any of the following
events (each an "Involuntary Transfer Event") occur with respect to any
Stockholder.
(a) the adjudication of a Stockholder as a bankrupt, incompetent or
insolvent by any court of competent jurisdiction,
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(b) the filing by a Stockholder of a voluntary petition in bankruptcy
or an assignment for the benefit of creditors,
(c) a bona fide attempt to levy an execution, attachment,
sequestration or other writ upon any of the Shares owned by a
Stockholder which has not been enjoined or dismissed within 30 days,
(d) the foreclosure of Shares pledged to a bank or other financial
institution,
(e) the death of any individual Stockholder, except to the extent that
Shares are transferred by will or intestate succession to a Permitted
Assignee, and
(f) if a Stockholder is a partnership or corporation, the dissolution
of such partnership or corporation, except to the extent that Shares are
distributed to a Permitted Assignee;
then, as applicable, the Company, Stelco and the Management Stockholders
together, shall have the option to purchase all of the Shares of the
Stockholder that are subject to the Involuntary Transfer Event (herein
sometimes referred to as the "Involuntary Transferor") in the same manner,
in the same preferential sequence and within the same time periods (measured
from and after written notice of any such Involuntary Transfer Event is
received by the Company, Stelco and Management Stockholders) as provided above
in the applicable Section 3.1, 3.2 or 3.3, except (a) the purchase price for
the Shares of the Involuntary Transferor shall be the Market Price of such
Shares determined as of the last day of the fiscal quarter in which any such
notice of an Involuntary Transfer Event is given in the manner provided in
Section 6.4 below, (b) the purchase price shall be payable in full at the
closing, and (c) the term "Shares" shall not include Shares Transferred to a
Permitted Assignee prior to the Involuntary Transfer Event or, in the case of
death, shall not include Shares Transferred to a Permitted Assignee by will or
the laws of intestate succession.
SECTION 3.6 PERMITTED ASSIGNEES. Notwithstanding the provisions of this
Article III, up to 50% of the Shares owned on the date hereof may be
Transferred by a Management Stockholder to any of his or its Permitted
Assignees and all of the Shares owned by Stelco may be Transferred to a
Permitted Assignee, provided that the Permitted Assignee executes and delivers
to the Company, concurrently with the acceptance of such gift or transfer, a
written instrument, signifying his, her or its consent to be bound by the
terms of this Agreement and any amendments hereto, and to the assumption of
all of the terms and provisions of this Agreement and any amendments hereto.
A copy of such acceptance shall promptly be sent by the Company to all other
parties to this Agreement.
SECTION 3.7 ASSIGNMENT OF PURCHASE RIGHTS. The Management Stockholders
may elect to transfer all or a portion of their rights to purchase Shares under
this Article III to any other Management Stockholder or to the Company.
SECTION 3.8 VALUE OF NON-CASH CONSIDERATION. If any proposed sale of
Shares subject to this Article III includes consideration other than cash, the
amount of the consideration other than cash will be the fair value of such
consideration, except where such consideration consists of securities, in
which case the amount of consideration will be the Market Price thereof as
of the date of the offer of the Shares to the Management Stockholders or
Stelco, as the case may be. The fair value of any consideration other than
cash or securities will be determined by a qualified independent third party
to be chosen jointly by the Management Stockholders and Stelco. If such
parties are unable to reach agreement on the selection of such independent
third party within a reasonable time, such independent third party will be
selected by a third person jointly selected by the Management Stockholders
and Stelco.
SECTION 3.9 CLOSING. The closing of the purchase and sale of Shares
pursuant to this Article shall be on a date determined by the Company, shall
be within thirty (30) days following expiration of all applicable time periods,
and shall take place at the principal business office of the Company in
Harvey, Illinois unless otherwise mutually agreed. At the closing under this
Agreement, the selling Stockholder shall tender to the purchaser(s), as the
case may be, (i) certificates evidencing the number of Shares to be purchased
and sold pursuant to this Agreement, properly endorsed for transfer to the
applicable purchaser with signature guaranteed if requested by any of the
purchasers, (ii) sufficient revenue stamps to cover any applicable stock
transfer tax, and (iii) accompanied by any other documents which are necessary
in the reasonable opinion of counsel for the Company to evidence the authority
of the seller to make such sale and transfer good title to the Shares. At
closing, the applicable purchaser(s) shall pay to the selling Stockholder by
wire transfer, cashier's or certified check, the portion of the purchase price
due at Closing for the Shares pursuant to the terms of this Article.
SECTION 3.10 ASSUMPTION BY SUCCESSORS. It is expressly agreed that any
person, firm, association, trust or corporation which shall acquire, consistent
with this Article III, all or any part of the Shares by reason of any permitted
transfer or successorship (and including the transferee of any Involuntary
Transferor for the purposes hereof), shall succeed to all of the rights (except
as otherwise hereinabove provided), and shall be bound by all of the
obligations of and restrictions upon, a Stockholder under this Agreement.
Contemporaneously with any such Transfer or succession, the transferee or
successor shall expressly assume, in writing, all of the obligations of a
Stockholder under this Agreement and shall execute and deliver to the Company,
Stelco and the Management Stockholders a counterpart of
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this Agreement. Notwithstanding the foregoing, any person who buys Shares from
a Management Stockholder after the Management Stockholder has complied with the
right of first refusal provisions of this Agreement shall take free from any
restriction contained herein and the certificate for Shares issued to such
person shall not bear the restrictive legend required by this Agreement.
SECTION 3.11 PLEDGE OF SHARES; IMPROPER TRANSFER. Notwithstanding any
provision of this Agreement to the contrary, in no event shall Shares be
pledged or hypothecated in any manner by a Stockholder except (i) with the
prior written consent of the Company and holders of more than eighty-five
percent (85%) of the Shares subject to this Agreement, or (ii) to the
Company or a Purchasing Shareholder as security for the purchase of such
Shares pursuant to this Agreement, or (iii) to a Permitted Assignee provided
that the amount pledged does not exceed the permitted percentage set forth
in the definition of Permitted Assignee pursuant to the definition of such
term. Any purported Transfer of Shares in violation of any provision of this
Agreement shall be null and void and of no force or effect.
SECTION 3.12 ABSTENTION BY OFFEROR OR DESIGNATED DIRECTORS. In the event
than any action is required by the directors of the Company in connection with
the acceptance or rejection of an offer by Stelco or any Management
Stockholder, or any Affiliate of either, or the transactions contemplated
thereby, the offeror, if a director of the Company, (or, in the case of Stelco,
all directors designated by Stelco) shall abstain from such Board of Directors
vote; provided, however, in the event a majority of non-abstaining directors
approve an acceptance or rejection of the offer but such majority of
non-abstaining directors is less than the number legally required to adopt a
resolution on behalf of directors, then those who otherwise should abstain
from any such vote may and shall vote in accordance with the majority vote
of the non-abstaining directors.
ARTICLE IV
STANDSTILL AGREEMENTS
SECTION 4.1 RESTRICTIONS ON ACQUISITIONS OF STOCK BY STELCO; OTHER
AGREEMENTS. During the initial five (5) years of the term of this Agreement,
Stelco and its Affiliates will not, without the prior written consent of
(i) the Board of Directors of the Company specifically expressed in a
resolution adopted by a majority of the Directors of the Company who are
not designees of Stelco and (ii) a majority in interest of the Management
Stockholders:
(a) Acquire or offer to acquire or agree to acquire, directly
or indirectly, by purchase or otherwise, Common Stock or Shares except
(1) pursuant to the Agreement of Purchase and Sale or Article III of
this Agreement, (2) by way of stock splits, stock dividends or other
distributions or offerings made available to holders of shares of
Common Stock generally, or (3) pursuant to Section 4.4 hereunder;
(b) Permit any Affiliate or any Person under its control
(including, but not limited to, subsidiaries and employee pension,
profit-sharing or other trusts under the investment management control
of Stelco) to acquire or offer to acquire or agree to acquire, directly
or indirectly, by purchase or otherwise, any Common Stock or Shares
except (1) pursuant to this Agreement, (2) by way of stock splits,
stock dividends or other distributions or offerings made available to
holders of Common Stock generally, or (3) pursuant to Section 4.4
hereunder;
(c) Acquire or permit any Affiliate or any Person or entity under
its control (including but not limited to subsidiaries and employee
pension, profit-sharing or other trusts under the investment management
control of Stelco) to acquire, by purchase or otherwise, more than
five percent (5%) of any class of Common Stock of any Person or entity
which, prior to such acquisition, is the beneficial owner of more than
five percent (5%) of any class of Common Stock;
(d) Solicit proxies or become a "participant" in a "solicitation",
as such terms are defined in Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), in opposition to
the recommendation of the majority of the Directors of the Company who
are not designees of Stelco with respect to any matter; provided,
however, that in the event of a deadlock as described in Section 2.9,
the restrictions of this subsection 4.1(d) shall not apply;
(e) Deposit any Common Stock or Shares in a voting trust or subject
any Common Stock or Shares to any arrangement or agreement with respect
to the voting of any Common Stock or Shares, except for that certain
Management Stockholders' Agreement among the Management Stockholders
dated December 31, 1989;
(f) Join a partnership, limited partnership, syndicate or other
group, or otherwise act in concert with any other person or persons, for
the purpose of acquiring, holding, voting or disposing of Common Stock
or Shares, or otherwise become a "person" within the meaning of
Section 13(d)(3) of the Exchange Act; or
(g) Initiate, propose or otherwise solicit stockholders of the
Company, or induce or attempt to induce any other person to initiate
any tender offer for Common Stock or Shares or any Change of Control
of the Company.
SECTION 4.2 RESTRICTIONS ON ACQUISITIONS OF STOCK BY MANAGEMENT
STOCKHOLDERS; OTHER AGREEMENTS. During the initial five (5) years of the term
of this Agreement, the Management Stockholders and their respective Affiliates
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<PAGE>
will not, without the prior written consent of (i) the Board of Directors of
the Company specifically expressed in a resolution adopted by a majority of
the Directors of the Company who are not designees of the Management
Stockholders, and (ii) Stelco:
(a) Acquire or offer to acquire or agree to acquire, directly or
indirectly, by purchase or otherwise, Common Stock or Shares except (1)
pursuant to Article III of this Agreement, (2) by way of stock splits,
stock dividends or other distributions or offerings made available to
holders of shares of Common Stock generally, (3) pursuant to Section 4.4
hereunder, or (4) pursuant to the exercise of stock options approved by
the Board of Directors of the Company;
(b) Permit any Affiliate or any Person under their control
(including, but not limited to, corporations and employee pension,
profit-sharing or other trusts under the investment management control
of the Management Stockholders) to acquire or offer to acquire or agree
to acquire, directly or indirectly, by purchase or otherwise, any Common
Stock or Shares except (1) pursuant to this Agreement, (2) by way of
stock splits, stock dividends or other distributions or offerings made
available to holders of Common Stock generally, or (3) pursuant to
Section 4.4 hereunder;
(c) Acquire or permit any Affiliate or any Person or entity
under their control (including but not limited to corporations and
employee pension, profit-sharing or other trusts under the investment
management control of the Management Stockholders) to acquire, by
purchase or otherwise, more than five percent (5%) of any class of
Common Stock of any Person or entity which, prior to such acquisition,
is the beneficial owner of more than five percent (5%) of any class of
Common Stock,
(d) Solicit proxies or become a "participant" in a
"solicitation," as such terms are defined in Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
in opposition to the recommendation of the majority of the Directors of
the Company who are not designees of the Management Stockholders with
respect to any matter; provided, however, that in the event of a
deadlock as described in Section 2.9, the restrictions of this
subsection 4.2(d) shall not apply;
(e) Deposit any Common Stock or Shares in a voting trust or
subject any Common Stock or Shares to any arrangement or agreement with
respect to the voting of any Common Stock or Shares, except for that
certain Management Stockholders' Agreement among the Management
Stockholders dated December 31, 1989;
(f) Join a partnership, limited partnership, syndicate or
other group, or otherwise act in concert with any other person or
persons, for the purpose of acquiring, holding, voting or disposing of
Shares, or otherwise become a "person" within the meaning of Section
13(d)(3) of the Exchange Act except as otherwise permitted hereunder; or
(g) Initiate, propose or otherwise solicit stockholders of the
Company, or induce or attempt to induce any other person to initiate any
tender offer for Common Stock or Shares or any Change of Control of the
Company.
SECTION 4.3 TENDER OFFER EXCEPTION. Sections 4.1 and 4.2 of this
Agreement shall not be applicable to Stelco or the Management Stockholders,
as the case may be, if a bona fide offer (with satisfactory evidence of
substantially all cash financing) is made by any corporation, entity, person or
group (other than any party hereto or its Affiliates) for securities of the
Company which, if successful, would result in such offeror holding a majority
or more (on a fully diluted basis) of the total combined voting power of
securities of the Company then outstanding having power to vote for the
election of directors and the actions taken by the applicable party are in
response to defending against such tender offer and if successful would
result in such party holding a majority or more (on a fully diluted basis) of
the total combined voting power of securities of the Company then outstanding
having power to vote for the election of directors.
SECTION 4.4 RIGHT TO MAINTAIN EQUITY POSITION. (a) In the event that
the Management Stockholders collectively increase their aggregate ownership of
Shares (other than by acquisitions pursuant to the right of first refusal
procedures set forth in Article III hereunder) during the initial five year
term of this Agreement to an amount greater than Stelco's ownership of
Shares, Stelco shall be entitled for a period of thirty (30) days after
receipt of notice to increase its ownership of Shares so as to maintain its
equity position relative to the Management Stockholders as a group as it had
immediately prior to such acquisition of Shares by the Management
Stockholders. For purposes of determining Stelco's rights pursuant to the
preceding sentence, Stelco shall be deemed to own any Shares it may have
transferred. If, upon exercise of the foregoing right, Stelco is entitled to
an aggregate amount of Shares which includes a fraction of a share, in no
event shall a fraction of a share be acquired by Stelco but, instead, Stelco
shall be entitled to receive the next whole share. Stelco shall be entitled
to increase its ownership of Shares by purchasing additional Shares on the
public marketplace for the Shares at the then prevailing public Market Price.
(b) In the event that Stelco and its affiliates collectively increase
their aggregate ownership of Shares (other than by acquisitions pursuant to
the right of first refusal procedures set forth in Article III hereunder)
during the initial five year term of this Agreement to an amount greater than
the Management Stockholders' collective ownership of
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<PAGE>
Shares, the Management Stockholders collectively shall be entitled for a
period of thirty (30) days to increase their ownership of Shares so as to
maintain their equity position relative to Stelco and its Affiliates as they
had immediately prior to such acquisition of Shares by Stelco and its
Affiliates. For purposes of determining the Management Stockholders' rights
pursuant to the preceding sentence, the Management Stockholders shall be
deemed to own any Shares they may have transferred. If, upon exercise of the
foregoing right, the Management Stockholders collectively are entitled to an
aggregate amount of Shares which includes a fraction of a share, in no event
shall a fraction of a share be acquired by the Management Stockholders but,
instead, the Management Stockholders shall be entitled to receive the next
whole share. The Management Stockholders shall be entitled to increase their
ownership of Shares by purchasing additional Shares on the public marketplace
for the Shares at the then prevailing public Market Price.
SECTION 4.5 AFFIRMATIVE OBLIGATIONS OF THE PARTIES. In order to give
effect to the provisions of Article IV, the parties represent and warrant to
each other that they have, prior to their execution hereof, notified each and
every Person who may be an Affiliate of such party of the restrictions
contained herein. If requested by the Management Stockholders by a majority
in interest of the Management Stockholders or a majority of the members of
the Board of Directors of the Company who are not Stelco designees, Stelco
will in writing periodically notify its Affiliates of the restrictions set
forth in this Article IV provided that Stelco shall not be required to
notify its Affiliates more frequently than once in any 12 month period.
If requested by Stelco or a majority of the members of the Board of Directors
of the Company who are not designees of the Management Stockholders, each
Management Stockholder will in writing periodically notify his Affiliates
of the restrictions set forth in this Article IV provided that the Management
Stockholders shall not be required to notify their Affiliates more frequently
than once in any 12 month period. In the event that any party or its Affiliate
acquires Shares in violation of this Article IV, such party will promptly
dispose of such number of its Shares which are necessary to return its
percentage ownership to that which existed prior to the violation. Such
disposition shall be effected in such reasonable manner as shall be
requested by the majority of directors or the majority in interest of
Management Stockholders in the case of an improper acquisition by Stelco,
or by Stelco in the case of an improper acquisition by the Management
Stockholders, and shall be effected in accordance with applicable securities
laws. The provisions of Article III shall not be applicable to such disposition.
ARTICLE V
TENDER OFFER BY STELCO AFTER FIFTH
YEAR AND PRIOR TO TENTH YEAR
In the event that Stelco, after the fifth anniversary and prior to the
tenth anniversary of this Agreement, makes a bona fide tender offer (with
satisfactory evidence of substantially all cash financing) to all
stockholders of the Company for securities of the Company which, if
successful, would result in Stelco owning a majority (on a fully diluted
basis) of the total combined voting power of securities of the Company then
outstanding having power to vote for the election of directors, then the
Management Stockholders agree, on a pro rata basis in accordance with their
then shareholdings, to sell (at the same price and on the same general terms
and conditions and subject to the succeeding sentence) to Stelco on an
aggregate basis during the pendency of the first such tender offer (i) the
same number of shares of Common Stock tendered by stockholders of the Company
whose shares of Common Stock are not subject to this Agreement, provided the
tender offer price is at least the then Market Price, or (ii) such number of
shares of Common Stock which would permit Stelco to achieve such majority
ownership pursuant to the tender offer regardless of the number of shares of
Common Stock tendered by stockholders of the Company whose shares of Common
Stock are not subject to this Agreement, provided the tender offer price is
at least 130% of the then Market Price. The Management Stockholders are not
obligated pursuant to this Article to sell to Stelco more than the number of
Shares necessary to permit Stelco to achieve such majority ownership, taking
into account the number of shares of Common Stock tendered by stockholders of
the Company whose shares of Common Stock are not subject to this Agreement.
The Management Stockholders may, however, at their option, sell any number of
Shares to Stelco up to the amount solicited by Stelco in such tender offer.
Notwithstanding the foregoing provisions of this Article V, the Management
Stockholders shall not be obligated to tender any of their Shares in any such
tender offer if during the pendency of Stelco's tender offer a bona fide
offer is made by any other corporation, entity, person or group (other than
any party hereto) to all stockholders of the Company for their Shares for
consideration having a fair market value in excess of the amount offered by
Stelco and Stelco declines to meet such higher tender offer, and the
Management Stockholders may tender their Shares to such other offeror free
of the provisions of Sections 3.1, 3.2, 3.3, 4.1 and 4.2 of this Agreement.
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<PAGE>
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 LEGEND ON SHARE CERTIFICATES. During the term of this
Agreement, in addition to the legend required in the Agreement of PUrchase and
Sale, all certificates for Shares owned by the Stockholders shall have
imprinted thereon a legend referring to the restrictions imposed by this
Agreement substantially in the following form:
NOTICE
"This certificate and the shares of stock evidenced hereby are subject
to the terms and conditions of a certain Right of First Refusal and
Standstill Agreement dated as of _____________, 1990, by and among the
Company and certain of the shareholders thereof, a copy of which is on
file at the principal office of the Company, reference to all the terms
and conditions thereof being hereby made, and no sale, transfer,
encumbrance, or other disposition of the shares of stock represented by
this certificate may be effected except pursuant to the terms and
conditions of said agreement."
SECTION 6.2 TERMINATION OF AGREEMENT. This Agreement shall terminate or
be deemed terminated upon the happening of any of the following events:
(a) The execution of an agreement among the Company and Stockholders
owning at least ninety percent (90%) of the Shares subject to this
Agreement providing for such termination.
(b) The substantial permanent cessation of the business of the
Company.
(c) Ten (10) years from the date hereof;
(d) The date Stelco and its Affiliates own less than fifteen percent
(15%) of the outstanding Shares.
Certain provisions of this Agreement, as specifically set forth herein,
terminate prior to the termination of this Agreement. The termination of this
Agreement or any provision hereof shall not be construed to affect or impair,
in any manner whatsoever, any right or remedy existing at law or in equity by
reason of a violation of any of the terms of this Agreement which occurred
prior to termination.
SECTION 6.3 AMENDMENTS. This Agreement may be amended or altered by
agreement of the Company and Stockholders owning more than eighty-five
percent (85%) of the Shares subject to this Agreement, and any such amendment
or alteration shall become effective upon its being reduced to writing and
executed by the Company and Stockholders owning more than eighty-five percent
(85%) of the Shares subject to this Agreement.
SECTION 6.4 NOTICES. Notices, directions, consents and all other
communications required or permitted hereunder shall be in writing and shall
become effective upon the mailing thereof, by certified or registered mail,
with postage and registration fees prepaid to Stelco and the Company at the
addresses specified in the Agreement of Purchase and Sale and to the
Management Stockholders at their respective addresses appearing beneath their
respective signature lines (or to any address which is changed after similar
notice in writing).
SECTION 6.5 GENERAL.
(a) BINDING EFFECT. This Agreement shall inure to the benefit of and be
binding on the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, successors and assigns.
(b) GOVERNING LAW. This Agreement shall be subject to and governed by
the laws of the State of Delaware.
(c) COUNTERPARTS AND GENDER REFERENCES. This Agreement may be executed
in several counterparts, each of which shall be deemed an original but all of
which shall be deemed to constitute one and the same instrument. All gender
references shall be deemed modified to fit the context.
(d) SEVERABILITY. Should any particular provision of this Agreement be
adjudicated to be invalid or unenforceable, such provision shall be deemed
deleted and the remainder of the Agreement, nevertheless, shall remain
unaffected and fully enforceable; further, to the extent any provision of
this Agreement is deemed unenforceable by virtue of its scope but may be made
enforceable by limitation thereof, the parties hereto agree the same shall,
nevertheless, be enforceable to the fullest extent permissible.
(e) NO WAIVER; REMEDIES CUMULATIVE. No delay on the part of any party to
this Agreement in exercising any right, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement preclude other
or further exercise thereof, or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement are cumulative
and are in addition to all rights or remedies that any party may have under
the Agreement of Purchase and Sale, at law, in equity, by statute or
otherwise.
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<PAGE>
(f) ENFORCEMENT. The parties agree that any suit or other proceeding in
any way arising from or related to this Agreement shall be litigated only in
federal or state courts located in Chicago, Illinois U.S.A.
(g) HEADINGS. The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
(h) SPECIFIC PERFORMANCE. The parties hereby acknowledge and agree that
irreparable damage would occur in the event any of the provisions of this
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms and
provisions of this Agreement in any court of the United States, Canada or any
state or province thereof having jurisdiction, in addition to any other
remedy to which they may be entitled at law or equity.
IN WITNESS WHEREOF, the parties have executed this Agreement, all on the
day and year first above written.
COMPANY STELCO
BLISS & LAUGHLIN INDUSTRIES INC., STELCO INC.
a Delaware corporation
By: ______________________________
Its:
By: _____________________________ By: ______________________________
President Its:
The undersigned, a _______________ corporation and a wholly-owned
subsidiary of Stelco Inc., hereby agrees to be bound by all the provisions
of this Agreement.
_____________________ CORPORATION
By: _____________________________
President
ATTEST:
_________________________________
Secretary
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<PAGE>
MANAGEMENT STOCKHOLDERS
_____________________________________ _______________________________________
Gregory H. Parker Roger G. Fein, as Trustee of the
20091 Tam O Shanter Gregory H. Parker Irrevocable
Olympia Fields, IL 60461 Family Trust dated October 31, 1988
180 North LaSalle Street
Suite 3800
Chicago, Illinois 60601
_____________________________________
F. Elizabeth Parker
20091 Tam O Shanter
Olympia Fields, IL 60461
_____________________________________ _______________________________________
Barbara A. Romanovich Anthony J. Romanovich
1227 Brassie 1227 Brassie
Flossmoor, IL 60422 Flossmoor, IL 60422
_____________________________________ _______________________________________
Joan E. Fleck George W. Fleck
1109 Brassie 1109 Brassie
Flossmoor, IL 60422 Flossmoor, IL 60422
_____________________________________ _______________________________________
Carole A. Brady Gerald E. Brady
1745 Winola Court 1745 Winola Court
Naperville, IL 60565 Naperville, IL 60565
_____________________________________ _______________________________________
William P. Daugherty William P. Daugherty, as Trustee of
3452 Huntington Terrace the William P. Daugherty Trust dated
Crete, IL 60417 May 11, 1989
3452 Huntington Terrace
Crete, IL 60417
_____________________________________ _______________________________________
Ellen L. Daugherty, as Trustee of the Michael A. DeBias
Ellen L. Daugherty Trust dated 7132 West 64th Place
May 11, 1989 Chicago, IL 60638
3452 Huntington Terrace
Crete, IL 60417
_____________________________________ _______________________________________
Richard M. Bogdon Phyllis Bogdon
16640 Langley Avenue 16640 Langley Avenue
South Holland, IL 60473 South Holland, IL 60473
_____________________________________ _______________________________________
Carl H. Laib Richard W. Ressler
9224 Schafer Drive 5156 Andrus Avenue
St. John, IN 46373 N. Olmstead, Ohio 44070
_____________________________________ _______________________________________
Geraldine Pucilowski Chester J. Pucilowski
860 Smokerise Drive 860 Smokerise Drive
Medina, OH 44256 Medina, OH 44256
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<PAGE>
EXHIBIT A
STOCK OWNERSHIP BY MANAGEMENT STOCKHOLDERS
<TABLE>
<CAPTION>
NUMBER
NAME OF STOCKHOLDER OF SHARES
- ------------------- ---------
<S> <C>
Gregory H. Parker................................................ 279,729
Roger G. Fein, as Trustee of the Gregory H. Parker Irrevocable
Family Trust under Trust Agreement dated October 31, 1988...... 150,000
F. Elizabeth Parker.............................................. 50,000
Anthony J. Romanovich............................................ 196,532
Barbara A. Romanovich............................................ 53,000
George W. Fleck.................................................. 141,892
Joan E. Fleck.................................................... 50,000
Gerald E. Brady.................................................. 70,281
Carole A. Brady.................................................. 45,000
William P. Daugherty, as Trustee of the William P. Daugherty
Trust dated May 11, 1989....................................... 65,281
Ellen L. Daugherty, as Trustee of the Ellen L. Daugherty Trust
dated May 11, 1989............................................. 50,000
Michael A. DeBias................................................ 115,281
Chester J. Pucilowski............................................ 58,281
Geraldine Pucilowski............................................. 57,000
Richard M. Bogdon................................................ 42,200
Phyllis Bogdon................................................... 20,000
Carl H. Laib..................................................... 57,641
Richard W. Ressler............................................... 57,641
---------
Total........................................................ 1,559,759
---------
---------
</TABLE>
C-19
