SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
Xpedite Systems, Inc.
---------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
893929100
----------
(CUSIP Number)
Robert S. Vaters
c/o Xpedite Systems, Inc.
446 Highway 35, Eatontown, New Jersey 07724
Telephone (908) 389-3900
--------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 5, 1997
----------------
(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 [ ].
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.
(Continued on following pages)
(Page 1 of 18 Pages)
*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 the "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 2 of 18
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Robert S. Vaters
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 15,000
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 15,000
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 15,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 0.2%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 3 of 18
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Roy B. Andersen, Jr.;
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 285,112
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 285,112
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 285,112
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 3.1%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 4 of 18
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) George Abi Zeid
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 223,150
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 223,150
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 223,150
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 2.4%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 5 of 18
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Max A. Slifer
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 160,943
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 160,943
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 160,943
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 1.7%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
SCHEDULE 13D
CUSIP No. 893929100 Page 6 of 18
Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(a) Dennis Schmaltz
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) USA
NUMBER 7. SOLE VOTING POWER
OF (a) 160,092
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) 0
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 160,092
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) 0
11. AGGREGATE AMOUND BENEFICIALLY OWNED BY EACH REPORTING
PERSON
(a) 160,092
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
(a) [X]
Excludes shares beneficially owned by the other individuals
joining in the filing of this Schedule 13D as to which beneficial
ownership is disclaimed.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 1.7%
14. TYPE OF REPORTING PERSON
(a) IN
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common
stock, par value $.01 per share (the "Common Stock"), of Xpedite
Systems, Inc., a Delaware corporation ("Xpedite" or the "Company").
The principal executive offices of Xpedite are located at 446
Highway
35, Eatontown, New Jersey 07724.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by (i) Roy
B. Andersen, Jr., President and Chief Executive Officer of Xpedite,
(ii) Robert S. Vaters, Executive Vice President, Finance and Chief
Financial Officer of Xpedite, (iii) Dennis Schmaltz, Vice
President, Operations and Engineering of Xpedite, (iv) Max A.
Slifer, Executive Vice President, North American Operations of
Xpedite, and (v) George Abi Zeid, Executive Vice President,
International Operations of Xpedite. Each of Messrs. Andersen,
Vaters, Schmaltz, Slifer and Abi Zeid (collectively, the "Reporting
Persons") has a business address at 446 Highway 35, Eatontown, New
Jersey 07724. None of the Reporting Persons during the last five
years (i) has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or any finding of any violation
with respect to such laws. The Reporting Persons may be deemed to
constitute a group within the meaning of Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, by reason of their
acting together for the purpose of the proposed transaction
described in Item 4 below. All of the Reporting Persons are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock beneficially owned by Mr.
Vaters are in the form of shares issuable upon exercise of options
that were granted by Xpedite pursuant to the terms of his
employment and which are currently exercisable or exercisable
within 60 days from the date hereof. The shares beneficially owned
by Messrs. Andersen, Slifer and Schmaltz are shares acquired
pursuant to exercise of options and other compensation arrangements
with the Company since its formation in 1988 and shares issuable
upon exercise of options which are currently exercisable or
exercisable within 60 days from the date hereof. Mr. Abi Zeid
acquired his shares as consideration for the Company's acquisition
of Swift Global Communications, Inc. in 1995.
It is anticipated that the source of funds for the transaction
proposed by the Reporting Persons that is described in Item 4 of
this filing ("Proposed Transaction") will be a combination of the
contribution of a portion of the Reporting Persons' equity holdings
in the Company, the issuance of equity securities to UBS Partners,
Inc. ("UBS Partners") and Fenway Partners, Inc. ("Fenway"), and
financing to be arranged by Union Bank of Switzerland or its
affiliated entities.
ITEM 4. PURPOSE OF TRANSACTION
Based upon various discussions, the Reporting Persons
became aware that certain of the Company's principal stockholders
would be interested in entertaining a proposal to dispose of their
stock position in the Company and the Reporting Persons were
invited to make a proposal which would result in realizing that
goal. Certain of the Reporting Persons thereafter engaged in
discussions with UBS Partners and Fenway regarding the feasibility
of the Reporting Persons, UBS Partners and Fenway making a proposal
to acquire all the equity interests in the Company. The Reporting
Persons thereafter engaged in discussions with various members of
the Board of Directors of the Company regarding their interest in
making such a proposal. The Board of Directors, without the
participation of Mr. Andersen, appointed a special committee of the
Board of Directors of the Company (the "Special Committee"),
consisting of Philip A. Campbell and Robert Chefitz, to consider
strategic alternatives, and the Special Committee appointed Merrill
Lynch to assist it in considering such alternatives.
On February 7, 1997, the Reporting Persons, UBS Partners
and Fenway delivered a written proposal to Mr. Campbell and Mr.
Chefitz, as members of the Special Committee, pursuant to which
they would acquire the Company in a transaction which would result
in the public and non-management stockholders receiving a cash
payment of $22.50 for all their shares of Common Stock of the
Company and the Company becoming a privately held company to be
owned by the Reporting Persons, UBS Partners and Fenway. The
Reporting Persons would receive the same cash payment as the public
and non-management stockholders for the portion of their equity
holdings not contributed as equity in connection with the
acquisition. The proposal was conditioned upon the transaction
being approved by the Company's Board of Directors, the completion
of legal, tax and accounting due diligence and definitive
documentation, regulatory approvals, satisfactory completion of due
diligence of the Company's foreign affiliates and waivers of the
provisions of Delaware General Corporation Law Section 203. The
Reporting Persons, UBS Partners and Fenway have indicated that they
are prepared to discuss the proposed structure and financing
provided the Company agrees to provide UBS Partners and Fenway with
a customary topping fee. The offer will expire on March 7, 1997
unless a definitive agreement has been executed by that date.
In addition, the Reporting Persons are considering a
future intention to make an offer to acquire Xpedite Systems Ltd.
and Xpedite Systems GmbH, European affiliates of the Company. The
terms of such acquisitions have not yet been determined.
At the present time, other than the actions described in
the preceding paragraph, the Reporting Persons have no specific
plans or proposals that would relate to or result in any of the
actions specified in clauses (a) through (j) of Item 4. However,
the Reporting Persons may consider any such plans or proposals in
the future, if deemed appropriate. If the transaction is
consummated it is expected that the membership of the board of
directors, charter, bylaws, and capitalization of the Company would
be changed and that the Common Stock would no longer be listed on
NASDAQ or any other public securities market and that the Common
Stock would be deregistered under the Securities Exchange Act of
1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) For information with respect to the aggregate number
and percentage of Common Stock owned by each of the Reporting
Persons, see Rows 11 and 13, respectively, of the cover page for
each Reporting Person. The aggregate amount of Common Stock deemed
to be beneficially owned by the Reporting Persons by virtue of
their being deemed to constitute a "group" is 844,297 shares or
9.16% of the outstanding shares of Common Stock of the Company.
(b) For information with respect to the power to vote or
direct the vote and the power to dispose or to direct the
disposition of the Common Stock owned by each of the Reporting
Person, see Rows 7 through 10 of the cover page for each such
Reporting Person.
(c) No transactions in the Common Stock were effected
during the past sixty days by any Reporting Person except:
On January 2, 1997, Mr. Andersen acquired 106,250 shares
of Common Stock pursuant to the exercise of incentive stock options
at an exercise price of $.50 per share. Mr. Andersen tendered
2,500 shares of Common Stock as payment of the exercise price for
the incentive stock options.
On December 21, 1996 and January 21, 1997, Mr. Andersen
acquired 434 shares and 624 shares, respectively, of Common Stock
pursuant to the Company's Officers' Contingent Stock Option Plan,
valued at $19.50 and $20.75 per share, respectively.
On December 21, 1996 and January 21, 1997, Mr. Slifer
acquired 243 shares and 246 shares, respectively, of Common Stock
pursuant to the Company's Officers' Contingent Stock Option Plan,
valued at $19.50 and $20.75 per share, respectively.
On December 21, 1996 and January 21, 1997, Mr. Schmaltz
acquired 245 shares and 246 shares, respectively, of Common Stock
pursuant to the Company's Officers' Contingent Stock Option Plan,
valued at $19.50 and $20.75 per share, respectively.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
See the description contained in Item 4 of the intention
of the Reporting Persons. In addition, Mr. Schmaltz has pledged
47,620 shares of Common Stock for a margin account which secures a
loan from Prudential Securities Incorporated for $77,000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint filing agreement of the Reporting Persons.
2. Letter delivered to the Company's Board of Directors
setting forth the proposal described in Item 4 hereof.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set forth
in this statement is true, complete and correct.
Dated: February 11, 1997
/s/ Roy B. Andersen, Jr.
Roy B. Andersen, Jr.
/s/ Robert S. Vaters
Robert S. Vaters
/s/ Dennis Schmaltz
Dennis Schmaltz
/s/ Max A. Slifer
Max A. Slifer
/s/ George Abi Zeid
George Abi Zeid
<PAGE>
EXHIBIT INDEX
Page
No.
1. Joint filing agreement of the Reporting Persons.
2. Letter delivered to the Company's Board of Directors
setting forth the proposal described in Item 4 hereof.
AGREEMENT TO FILE JOINT
STATEMENT ON SCHEDULE 13D
AGREEMENT, this 11th day of February, 1997, by and among
Roy B. Andersen, Jr., Robert S. Vaters, Dennis Schmaltz, Max A.
Slifer and George Abi Zeid (collectively, the "Reporting Persons").
W I T N E S S E T H :
WHEREAS, the Reporting Persons may be deemed to have held
beneficial ownership of, in the aggregate, more than five percent
of the shares of the common stock, $.01 par value per share (the
"Common Stock"), of Xpedite Systems, Inc., as of February 5, 1997;
WHEREAS, the Common Stock has been registered by Xpedite
Systems, Inc. under Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, when any person
or group acquires more than five percent of such a class of
registered equity securities it shall file with the Securities and
Exchange Commission a statement on Schedule 13D or 13G under
certain circumstances; and
WHEREAS, Rule 13d-1(f) under the Act provides that whenever
two or more persons are required to file a statement with respect
to the same securities, only one such statement need be filed,
provided such persons agree in writing that such statement is filed
on behalf of each of them.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree
as follows:
Each of the Reporting Persons hereby agrees, in accordance
with Rule 13d-1(f) under the Act, to file statements on Schedule
13D (the "Statements") with respect to the Common Stock
beneficially owned or deemed to be beneficially owned by each of
them pursuant to Section 13(d) of the Act and the rules thereunder.
Each of the Reporting Persons hereby agrees that those
Statements shall be filed on behalf of each of them and that a copy
of this Agreement shall be filed as an Exhibit thereto in
accordance with Rule 13d-(1)(f)(i) under the Act.
Each Reporting Person hereby constitutes and appoints Roy B.
Andersen and Robert S. Vaters their true and lawful
attorney-in-fact and agent, for them and in their name to sign the
Statements and any amendment thereto granting to such attorneys-in-
fact and agents full power to do and perform each and every act
relating to this Statement and any amendment to this Statement, as
fully and to all intents and purposes as such Reporting Person
might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents may lawfully do or cause to
be done by virtue hereof.
This Agreement and the filing of the Statements shall not be
construed to be an admission that any of the Reporting Persons is
a member of a "group" pursuant to Section 13(d) of the Act and the
rules thereunder consisting of one or more such persons, except for
purposes of acquiring Common Stock as set forth in the Statement to
which this Agreement is an Exhibit.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
/s/ Roy B. Andersen, Jr.
Roy B. Andersen
/s/ Robert S. Vaters
Robert S. Vaters
/s/ Dennis Schmaltz
Dennis Schmaltz
/s/ Max A. Slifer
Max A. Slifer
/s/ George Abi Zeid
George Abi Zeid
February 7, 1997
To: Robert Chefitz
Philip A. Campbell
c/o Neil Torpey
Paul, Hastings, Janofsky & Walker
399 Park Avenue
New York, New York 10022
Gentlemen:
As you know, UBS Partners, Inc. ("UBS"), Fenway Partners,
Inc. ("Fenway") and members of management of Xpedite Systems, Inc.
(the "Company") who are signatories to this letter have been
discussing a proposal for the acquisition of the Company. This
letter will serve to express our interest in pursuing such a
transaction. We appreciate your invitation to us to submit this
proposal. The major elements of our proposed transaction are:
1. Acquisition Consideration. Pursuant to the terms of
a definitive acquisition agreement to be negotiated (the
"Acquisition Agreement"), we would acquire all of the outstanding
shares of common stock and options (other than a portion of the
shares held by certain members of management) at a cash price of
$22.50 per share. The Company's current indebtedness will be
refinanced.
2. Structure. The transaction will be structured in a
manner designed to give the continuing business of the Company the
benefits of "recap" accounting; the continuing interest of
management should facilitate such treatment. Appropriate
employment and equity arrangements with management will need to be
put in place. Union Bank of Switzerland and/or its affiliates are
prepared to commit, subject to definitive documentation, legal,
accounting and tax due diligence and other customary terms and
conditions, all of the debt financing required to consummate the
acquisition. We would be pleased to discuss further with you our
proposed structure and financing arrangements, subject to the
Company agreeing to provide UBS and Fenway with topping fees
customary to a deal of this type.
3. Due Diligence. We have completed our business
diligence on the Company and, upon your acceptance of our proposal,
will commence legal, tax, and accounting diligence promptly and
would expect to complete such diligence within 45 days. However,
if we are to proceed, it is important to us that from the date
hereof until the signing of the Acquisition Agreement, the Company
will afford to us and our representatives full access to all books,
records and facilities of the Company, permit us and our
representatives to make such inspections or other inquiries as we
may reasonably require, furnish to us all relevant financial and
operating data for the purpose of confirmatory due diligence, and
otherwise cooperate with us in connection with matters relating to
the acquisition.
4. Definitive Agreement. Notwithstanding anything else
contained herein, neither we nor the Company will have any
obligations with respect to the proposed transaction unless and
until the Acquisition Agreement is executed.
5. Foreign Affiliates. Satisfactory arrangements will
have to be negotiated by us to clarify the put and call option
agreements between the Company and its foreign affiliates to afford
us the opportunity to purchase the German and U.K. affiliates
contemporaneously with the acquisition of the Company, and the
pricing and other terms of such arrangements must be acceptable to
us.
6. Conditions. The consummation of the transactions
contemplated by this letter shall be subject to and conditioned
upon, among other things, the following:
(a) the execution of a mutually acceptable
definitive Acquisition Agreement and the
fulfillment or waiver of the terms and
conditions thereof;
(b) the receipt of all required state,
governmental and third party consents and
approvals (including, without limitation,
approvals that may be required under the Hart-
Scott-Rodino Antitrust Improvements Act of
1976, as amended);
(c) the absence of any material adverse change in
the business, financial condition, properties
or prospects of the Company from the date of
the most recent financial statements of the
Company provided to us to the closing;
(d) approval of the acquisition by the Board of
Directors of the Company;
<PAGE>
(e) due diligence with respect to the Company's
German and U.K. affiliates, with the results
being satisfactory to us; and
(f) waiver by the Company of the application of
Section 203 of the Delaware General
Corporation Law.
7. Termination of Offer. The offer contained in this
letter will terminate on March 7, 1997 unless prior to such date
the Acquisition Agreement has been executed.
We are ready and eager to meet with you and your advisors
to begin working on the Acquisition Agreement. We believe that
your shareholders should find our proposal to be attractive.
Very truly yours,
UBS PARTNERS, INC.
/s/ George A. Duarte
George A. Duarte
/s/ James A. Breckenridge
James A. Breckenridge
FENWAY PARTNERS, INC.
By: /s/ Russell W. Steenberg
Russell W. Steenberg<PAGE>
MANAGEMENT:
/s/ Roy B. Andersen, Jr.
Roy B. Andersen, Jr.
/s/ Robert Vaters
Robert S. Vaters
/s/ George Abi Zeid
George Abi Zeid
/s/ Max H. Slifer
Max Slifer
/s/ Dennis Schmaltz
Dennis Schmaltz
