<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1999
REGISTRATION NO. 333-77905
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HOLMES PRODUCTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
MASSACHUSETTS 506 04-2768914
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
233 FORTUNE BOULEVARD
MILFORD, MASSACHUSETTS 01757
(508) 634-8050
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SEE TABLE OF ADDITIONAL REGISTRANTS
JORDAN A. KAHN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HOLMES PRODUCTS CORP.
233 FORTUNE BOULEVARD
MILFORD, MA 01757
(508) 634-8050
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES OF ALL COMMUNICATIONS TO:
MICHAEL L. ANDRESINO, ESQ.
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
100 CHARLES RIVER PLAZA
BOSTON, MASSACHUSETTS 02114-2723
(617) 973-6100
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TABLE OF ADDITIONAL REGISTRANTS(1)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION PRIMARY STANDARD INDUSTRIAL
AS SPECIFIED IN ITS CHARTER OF INCORPORATION OR ORGANIZATION CLASSIFICATION CODE NUMBER
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Holmes Manufacturing Corp. .......... Massachusetts 506
- --------------------------------------------------------------------------------------------------
Holmes Air (Taiwan) Corp. ........... Massachusetts 506
- --------------------------------------------------------------------------------------------------
Holmes Motor Corp. .................. Delaware 506
- --------------------------------------------------------------------------------------------------
The Rival Company.................... Delaware 506
- --------------------------------------------------------------------------------------------------
Patton Electric Company, Inc. ....... Indiana 506
- --------------------------------------------------------------------------------------------------
Patton Building Products, Inc. ...... Delaware 506
- --------------------------------------------------------------------------------------------------
Rival Consumer Sales Corporation..... Missouri 506
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
(1) The address, including zip code, and telephone number, including area code,
of the additional Registrants' principal executive offices is c/o Holmes
Products Corp., 233 Fortune Boulevard, Milford, Massachusetts 01757, (508)
634-8050.
<PAGE> 3
PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Twelfth of the Company's by-laws provides that the Company, to the
extent legally permissible, will indemnify any person serving or who has served
as a director or officer of the Company against all liabilities and expenses
reasonably incurred by such director or officer in connection with the defense
or disposition of any action, suit or other proceeding in which the director or
officer may be involved, while serving as, or by reason of being or having been,
such a director or officer, except with respect to any matter as to which he or
she is adjudicated to have not acted in good faith or not with reasonable belief
that an action was in the best interest of the Company.
The Company maintains directors' and officers' liability insurance which
may cover liabilities under the Act.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1 Articles of Organization (as amended) of Holmes Products
Corp.(1)
3.2 Articles of Organization of Holmes Manufacturing Corp.(1)
3.3 Articles of Organization of Holmes Air (Taiwan) Corp.(1)
3.4 Certificate of Incorporation of Holmes Motor Corp.(4)
3.5 Restated Certificate of Incorporation (as amended) of The
Rival Company(4)
3.6 Certificate of Incorporation (as amended) of Patton Electric
Company, Inc.(4)
3.7 Certificate of Incorporation (as amended) of Patton Building
Products, Inc.(4)
3.8 Certificate of Incorporation (as amended) of Rival Consumer
Sales Corporation(4)
3.9 Bylaws (as amended) of Holmes Products Corp.(1)
3.10 By-laws of Holmes Manufacturing Corp.(1)
3.11 By-laws of Holmes Air (Taiwan) Corp.(1)
3.12 By-laws of Holmes Motor Corp.(4)
3.13 By-laws of The Rival Company(4)
3.14 By-laws of Patton Electric Company, Inc.(4)
3.15 By-laws of Patton Building Products, Inc.(4)
3.16 By-laws of Rival Consumer Sales Corporation(4)
4.1 Stockholders' Agreement dated November 26, 1997 among Holmes
Products Corp. and certain stockholders thereof(1)
4.2 Registration Rights Agreement dated November 26, 1997 among
Holmes Products Corp. and certain stockholders thereof(1)
</TABLE>
II-1
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
4.3 Registration Rights Agreement dated November 26, 1997 among
Holmes Products Corp., Holmes Manufacturing Corp., Holmes
Air (Taiwan) Corp., BancBoston Securities Inc. and Lehman
Brothers Inc.(1)
4.4 Indenture dated November 26, 1997 among Holmes Products
Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp.
and State Street Bank and Trust Company(1)
4.5 Form of Notes -- (Included in Exhibit 4.4)(1)
4.6 Form of Guaranty -- (Included in Exhibit 4.4)(1)
4.7 First Supplemental Indenture and Guarantee dated October 14,
1998 among Holmes Products Corp., Holmes Manufacturing
Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp. and
State Street Bank and Trust Company(4)
4.8 Registration Rights Agreement dated February 5, 1999 among
Holmes Products Corp., Holmes Manufacturing Corp., Holmes
Air (Taiwan) Corp., Holmes Motor Corp., The Rival Company,
Patton Electric Company, Inc., Patton Building Products,
Inc., Rival Consumer Sales Corporation, BancBoston Robertson
Stephens Inc. and Lehman Brothers Inc.(3)
4.9 Indenture dated February 5, 1999 among Holmes Products
Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp.
, Holmes Motor Corp., The Rival Company, Patton Electric
Company, Inc., Patton Building Products, Inc., Rival
Consumer Sales Corporation and State Street Bank and Trust
Company(3)
4.10 First Amendment to Registration Rights Agreement dated
February 5, 1999 among Holmes Products Corp. and certain
stockholders thereof(4)
4.11 First Amendment to Stockholders' Agreement dated February 5,
1999 among Holmes Products Corp. and certain stockholders
thereof(4)
4.12 Second Supplemental Indenture and Guarantee dated February
5, 1999 among Holmes Products Corp., Holmes Manufacturing
Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp.,
Moriarty Acquisition Corp., The Rival Company, Patton
Electric Company, Inc., Patton Building Products, Inc.,
Rival Consumer Sales Corporation and State Street Bank and
Trust Company(4)
5.1 Opinion of Posternak, Blankstein & Lund, L.L.P.(5)
5.2 Opinion of Latham & Watkins (revised and filed herewith)
10.1 Stock Purchase and Redemption Agreement dated as of October
27, 1997, as amended as of November 25, 1997, among Asco
Investments Ltd., Jordan A. Kahn, Holmes Products Corp.,
Holmes Products (Far East) Limited and Holmes Acquisition
LLC(1)
10.2 Stock Purchase Agreement dated as of October 27, 1997 among
Jordan A. Kahn and Holmes Acquisition LLC(1)
10.3 Executive Employment and Non-Competition Agreement dated
November 26, 1997 among Holmes Products Corp. and Jordan A.
Kahn(1)
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.4 Executive Employment and Non-Competition Agreement dated
November 26, 1997 among Holmes Products Corp. and Stanley
Rosenzweig(1)
10.5 Executive Employment and Non-Competition Agreement dated
November 26, 1997 among Holmes Products Corp. and Gregory F.
White(1)
10.6 Executive Employment and Non-Competition Agreement dated May
1, 1998 among Esteem Industries Limited and (Tommy) Woon Fai
Liu(5)
10.7 Holmes Products Corp. Amended and Restated 1997 Stock Option
Plan(4)
10.8 Non-transferable Common Stock Purchase Warrant dated
November 26, 1997 issued to Pentland Group plc(1)
10.9 Holmes Products Corp. Employee Stock Purchase Plan(4)
10.10 Agreement and Plan of Merger dated December 17, 1998, by and
among Holmes Products Corp., Moriarty Acquisition Corp. and
The Rival Company(2)
10.11 Tender and Voting Agreement dated December 17, 1998, by and
among Holmes Products Corp., Moriarty Acquisition Corp. and
the directors and certain executive officers of The Rival
Company(2)
10.12 Confidentiality Agreement dated October 1, 1998, by and
between Holmes Products Corp. and BancAmerica Securities,
Inc., on behalf of Holmes Products Corp.(2)
10.13 Purchase Agreement dated as of January 29, 1999 among Holmes
Products Corp., BancBoston Robertson Stephens Inc. and
Lehman Brothers Inc.(2)
10.14 Investors Subscription Agreement dated February 5, 1999 by
and among Holmes Products Corp. and certain investors(3)
10.15 Amended and Restated Revolving Credit and Term Loan
Agreement dated as of February 5, 1999 among Holmes Products
Corp., Moriarty Acquisition Corp., The Rival Company, Holmes
Products (Far East) Limited, Esteem Industries Limited,
Raider Motor Corporation, Holmes Products (Europe) Limited,
Bionaire International B.V., Patton Electric Hong Kong,
Limited, and The Rival Company of Canada, Ltd., BankBoston,
and the other lending institutions party thereto,
BankBoston, N.A. as Administrative Agent and Lehman
Commercial Paper Inc. as Documentation Agent, with
BancBoston Robertson Stephens Inc. as Syndication Agent and
Arranger and Lehman Brothers Inc. as Co-Arranger(3)
10.16 Employee Stockholders' Agreement dated April 23, 1998(5)
10.17 Voting Trust Agreement(5)
10.18 First Amendment to Executive Employment and Non-Competition
Agreement dated February 5, 1999 between Holmes Products
Corp. and Jordan A. Kahn(5)
10.19 Management Agreement dated as of November 26, 1997 between
Berkshire Partners, LLC and Holmes Products Corp.(5)
10.20 First Amendment to Management Agreement dated February 5,
1999 between Berkshire Partners, LLC and Holmes Products
Corp.(5)
</TABLE>
II-3
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
12.1 Computation of Ratio of Earnings to Fixed Charges(5)
21.1 Subsidiaries of Registrant(4)
23.1 Consent of PricewaterhouseCoopers LLP(5)
23.2 Consent of KPMG LLP(5)
23.3 Consent of Posternak, Blankstein & Lund, L.L.P. (included in
Exhibit 5.1)(5)
23.4 Consent of Latham & Watkins (included in Exhibit 5.2)
24.1 Power of Attorney(5)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of State Street Bank and Trust Company(5)
27.1 Financial Data Schedule of The Rival Company(5)
99.1 Form of Letter of Transmittal(5)
99.2 Form of Notice of Guaranteed Delivery(5)
</TABLE>
- -------------------------
(1) Incorporated by reference to the Registrant's Registration Statement on Form
S-4, as amended (Registration No. 333-44473).
(2) Incorporated by reference to the Registrant's Tender Offer Statement on
Schedule 14D-1 dated December 23, 1998, as amended.
(3) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated February 5, 1999.
(4) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, filed with the Commission on March
31, 1999.
(5) Previously filed.
(b) Financial Statement Schedules.
For the years ended December 31, 1996, 1997 and 1998:
II-4
<PAGE> 7
SCHEDULE II
HOLMES PRODUCTS CORP.
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS DEDUCTIONS
--------------------- -------------
BALANCE AT CHARGED TO CHARGED WRITE-OFF OF BALANCE
BEGINNING COSTS AND TO OTHER UNCOLLECTIBLE AT END OF
OF PERIOD EXPENSES ACCOUNTS ACCOUNTS PERIOD
---------- ---------- -------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts:
Year ended December 31, 1996................. $1,494 $505 $-- $886 $1,113
Year ended December 31, 1997................. 1,113 330 -- 984 459
Year ended December 31, 1998................. 459 523 -- 263 719
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS
------------------------- DEDUCTIONS
NET --------------------
OPERATING NET
BALANCE AT CHARGED TO LOSSES OPERATING CHARGED BALANCE
BEGINNING INCOME TAX WITHOUT TAX LOSSES TO OTHER AT END OF
OF PERIOD EXPENSE BENEFIT(1) UTILIZED ACCOUNTS PERIOD
---------- ---------- ----------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Deferred tax valuation allowance:
Year ended December 31, 1996..... $ 524 $ -- $-- $ 55 $-- $ 469
Year ended December 31, 1997..... 469 1,447(1) -- 469 -- 1,447
Year ended December 31, 1998..... 1,447 -- -- -- 80 1,367
</TABLE>
<TABLE>
<CAPTION>
ADDITIONS DEDUCTIONS
---------- ----------
BALANCE AT CHARGED TO WRITE-OFF BALANCE
BEGINNING COSTS AND OF AT END OF
OF PERIOD EXPENSES INVENTORY PERIOD
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Inventory obsolescence reserve:
Year ended
December 31, 1996.................................. $2,878 $1,480 $2,355 $2,003
Year ended
December 31, 1997.................................. 2,003 2,268 807 3,464
Year ended
December 31, 1998.................................. 3,464 1,522 1,069 3,917
</TABLE>
- -------------------------
(1) The Company was subject to certain limitations on interest paid to or
guaranteed by Pentland. See Note 9 of Notes to Consolidated Financial
Statements.
II-5
<PAGE> 8
ITEM 22. UNDERTAKINGS.
Each undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the Securities
act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for a
director, officer or controlling person of the registrant in the successful
defense of any action suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
II-6
<PAGE> 9
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10 (b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the Registration Statement through the date of responding to the
request.
(e) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective.
II-7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, hereunto duly authorized, in the Commonwealth of
Massachusetts on July 12, 1999.
HOLMES PRODUCTS CORP.
By: /s/ JORDAN A. KAHN
------------------------------------
Jordan A. Kahn, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ JORDAN A. KAHN President, Chief Executive July 12, 1999
- --------------------------------------------------- Officer and Director (Principal
Jordan A. Kahn Executive Officer)
/s/ IRA B. MORGENSTERN Senior Vice President, Finance July 12, 1999
- --------------------------------------------------- (Principal Financial and
Ira B. Morgenstern Accounting Officer)
* Chief Operating Officer and July 12, 1999
- --------------------------------------------------- Director
Stanley Rosenzweig
* Executive Vice President, Sales July 12, 1999
- --------------------------------------------------- and Marketing, and Director
Gregory F. White
* Director July 12, 1999
- ---------------------------------------------------
Richard K. Lubin
* Director July 12, 1999
- ---------------------------------------------------
Randy Peeler
* Director July 12, 1999
- ---------------------------------------------------
Thomas K. Manning
*By: /s/ JORDAN A. KAHN
---------------------------------------------
Jordan A. Kahn, as
Attorney-In-Fact
</TABLE>
II-8
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, hereunto duly authorized, in the Commonwealth of
Massachusetts, on July 12, 1999.
HOLMES MANUFACTURING CORP.
By: /s/ JORDAN A. KAHN
------------------------------------
Jordan A. Kahn, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following person in the capacity and on the date
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ JORDAN A. KAHN President, Treasurer and July 12, 1999
- --------------------------------------------------- Director
Jordan A. Kahn
</TABLE>
II-9
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, hereunto duly authorized, in the Commonwealth of
Massachusetts, on July 12, 1999.
HOLMES AIR (TAIWAN) CORP.
By: /s/ JORDAN A. KAHN
------------------------------------
Jordan A. Kahn, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following person in the capacity and on the date
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ JORDAN A. KAHN President, Treasurer and July 12, 1999
- --------------------------------------------------- Director
Jordan A. Kahn
</TABLE>
II-10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, hereunto duly authorized, in the Commonwealth of
Massachusetts, on July 12, 1999.
HOLMES MOTOR CORPORATION
By: /s/ JORDAN A. KAHN
------------------------------------
Jordan A. Kahn, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following person in the capacity and on the date
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ JORDAN A. KAHN President, Treasurer and July 12, 1999
- --------------------------------------------------- Director
Jordan A. Kahn
</TABLE>
II-11
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, hereunto duly authorized, in the Commonwealth of
Massachusetts, on July 12, 1999.
THE RIVAL COMPANY
By: /s/ JORDAN A. KAHN
------------------------------------
Jordan A. Kahn, Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JORDAN A. KAHN Chief Executive Officer and July 12, 1999
- --------------------------------------------------- Director
Jordan A. Kahn
/s/ IRA B. MORGENSTERN Senior Vice President -- Finance July 12, 1999
- ---------------------------------------------------
Ira B. Morgenstern
</TABLE>
II-12
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, hereunto duly authorized, in the Commonwealth of
Massachusetts, on July 12, 1999.
PATTON ELECTRIC COMPANY, INC.
By: /s/ JORDAN A. KAHN
------------------------------------
Jordan A. Kahn, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JORDAN A. KAHN President and Director July 12, 1999
- ---------------------------------------------------
Jordan A. Kahn
/s/ IRA B. MORGENSTERN Senior Vice President -- July 12, 1999
- --------------------------------------------------- Finance and Director
Ira B. Morgenstern
* Director July 12, 1999
- ---------------------------------------------------
Stanley Rosenzweig
*By: /s/ JORDAN A. KAHN
- --------------------------------------------------
Jordan A. Kahn, as
Attorney-In-Fact
</TABLE>
II-13
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, hereunto duly authorized, in the Commonwealth of
Massachusetts, on July 12, 1999.
PATTON BUILDING PRODUCTS, INC.
By: /s/ JORDAN A. KAHN
------------------------------------
Jordan A. Kahn, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JORDAN A. KAHN President and Director July 12, 1999
- ---------------------------------------------------
Jordan A. Kahn
/s/ IRA B. MORGENSTERN Senior Vice President -- July 12, 1999
- --------------------------------------------------- Finance
Ira B. Morgenstern
</TABLE>
II-14
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant has duly caused this Amendment to be signed on its behalf
by the undersigned, hereunto duly authorized, in the Commonwealth of
Massachusetts, on July 12, 1999.
RIVAL CONSUMER SALES CORPORATION
By: /s/ JORDAN A. KAHN
------------------------------------
Jordan A. Kahn, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JORDAN A. KAHN President and Director July 12, 1999
- ---------------------------------------------------
Jordan A. Kahn
/s/ IRA B. MORGENSTERN Senior Vice President -- Finance July 12, 1999
- --------------------------------------------------- and Director
Ira B. Morgenstern
* Director July 12, 1999
- ---------------------------------------------------
Stanley Rosenzweig
*By: /s/ JORDAN A. KAHN
- --------------------------------------------------
Jordan A. Kahn, as
Attorney-In-Fact
</TABLE>
II-15
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
3.1 Articles of Organization (as amended) of Holmes Products
Corp.(1)
3.2 Articles of Organization of Holmes Manufacturing Corp.(1)
3.3 Articles of Organization of Holmes Air (Taiwan) Corp.(1)
3.4 Certificate of Incorporation of Holmes Motor Corp.(4)
3.5 Restated Certificate of Incorporation (as amended) of The
Rival Company(4)
3.6 Certificate of Incorporation (as amended) of Patton Electric
Company, Inc.(4)
3.7 Certificate of Incorporation (as amended) of Patton Building
Products, Inc.(4)
3.8 Certificate of Incorporation (as amended) of Rival Consumer
Sales Corporation(4)
3.9 Bylaws (as amended) of Holmes Products Corp.(1)
3.10 By-laws of Holmes Manufacturing Corp.(1)
3.11 By-laws of Holmes Air (Taiwan) Corp.(1)
3.12 By-laws of Holmes Motor Corp.(4)
3.13 By-laws of The Rival Company(4)
3.14 By-laws of Patton Electric Company, Inc.(4)
3.15 By-laws of Patton Building Products, Inc.(4)
3.16 By-laws of Rival Consumer Sales Corporation(4)
4.1 Stockholders' Agreement dated November 26, 1997 among Holmes
Products Corp. and certain stockholders thereof(1)
4.2 Registration Rights Agreement dated November 26, 1997 among
Holmes Products Corp. and certain stockholders thereof(1)
4.3 Registration Rights Agreement dated November 26, 1997 among
Holmes Products Corp., Holmes Manufacturing Corp., Holmes
Air (Taiwan) Corp., BancBoston Securities Inc. and Lehman
Brothers Inc.(1)
4.4 Indenture dated November 26, 1997 among Holmes Products
Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp.
and State Street Bank and Trust Company(1)
4.5 Form of Notes -- (Included in Exhibit 4.4)(1)
4.6 Form of Guaranty -- (Included in Exhibit 4.4)(1)
4.7 First Supplemental Indenture and Guarantee dated October 14,
1998 among Holmes Products Corp., Holmes Manufacturing
Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp. and
State Street Bank and Trust Company(4)
4.8 Registration Rights Agreement dated February 5, 1999 among
Holmes Products Corp., Holmes Manufacturing Corp., Holmes
Air (Taiwan) Corp., Holmes Motor Corp., The Rival Company,
Patton Electric Company, Inc., Patton Building Products,
Inc., Rival Consumer Sales Corporation, BancBoston Robertson
Stephens Inc. and Lehman Brothers Inc.(3)
4.9 Indenture dated February 5, 1999 among Holmes Products
Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp.
, Holmes Motor Corp., The Rival Company, Patton Electric
Company, Inc., Patton Building Products, Inc., Rival
Consumer Sales Corporation and State Street Bank and Trust
Company(3)
4.10 First Amendment to Registration Rights Agreement dated
February 5, 1999 among Holmes Products Corp. and certain
stockholders thereof(4)
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
4.11 First Amendment to Stockholders' Agreement dated February 5,
1999 among Holmes Products Corp. and certain stockholders
thereof(4)
4.12 Second Supplemental Indenture and Guarantee dated February
5, 1999 among Holmes Products Corp., Holmes Manufacturing
Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp.,
Moriarty Acquisition Corp., The Rival Company, Patton
Electric Company, Inc., Patton Building Products, Inc.,
Rival Consumer Sales Corporation and State Street Bank and
Trust Company(4)
5.1 Opinion of Posternak, Blankstein & Lund, L.L.P.(5)
5.2 Opinion of Latham & Watkins (revised and filed herewith)
10.1 Stock Purchase and Redemption Agreement dated as of October
27, 1997, as amended as of November 25, 1997, among Asco
Investments Ltd., Jordan A. Kahn, Holmes Products Corp.,
Holmes Products (Far East) Limited and Holmes Acquisition
LLC(1)
10.2 Stock Purchase Agreement dated as of October 27, 1997 among
Jordan A. Kahn and Holmes Acquisition LLC(1)
10.3 Executive Employment and Non-Competition Agreement dated
November 26, 1997 among Holmes Products Corp. and Jordan A.
Kahn(1)
10.4 Executive Employment and Non-Competition Agreement dated
November 26, 1997 among Holmes Products Corp. and Stanley
Rosenzweig(1)
10.5 Executive Employment and Non-Competition Agreement dated
November 26, 1997 among Holmes Products Corp. and Gregory F.
White(1)
10.6 Executive Employment and Non-Competition Agreement dated May
1, 1998 among Esteem Industries Limited and (Tommy) Woon Fai
Liu(5)
10.7 Holmes Products Corp. Amended and Restated 1997 Stock Option
Plan(4)
10.8 Non-transferable Common Stock Purchase Warrant dated
November 26, 1997 issued to Pentland Group plc(1)
10.9 Holmes Products Corp. Employee Stock Purchase Plan(4)
10.10 Agreement and Plan of Merger dated December 17, 1998, by and
among Holmes Products Corp., Moriarty Acquisition Corp. and
The Rival Company(2)
10.11 Tender and Voting Agreement dated December 17, 1998, by and
among Holmes Products Corp., Moriarty Acquisition Corp. and
the directors and certain executive officers of The Rival
Company(2)
10.12 Confidentiality Agreement dated October 1, 1998, by and
between Holmes Products Corp. and BancAmerica Securities,
Inc., on behalf of Holmes Products Corp.(2)
10.13 Purchase Agreement dated as of January 29, 1999 among Holmes
Products Corp., BancBoston Robertson Stephens Inc. and
Lehman Brothers Inc.(2)
10.14 Investors Subscription Agreement dated February 5, 1999 by
and among Holmes Products Corp. and certain investors(3)
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
10.15 Amended and Restated Revolving Credit and Term Loan
Agreement dated as of February 5, 1999 among Holmes Products
Corp., Moriarty Acquisition Corp., The Rival Company, Holmes
Products (Far East) Limited, Esteem Industries Limited,
Raider Motor Corporation, Holmes Products (Europe) Limited,
Bionaire International B.V., Patton Electric Hong Kong,
Limited, and The Rival Company of Canada, Ltd., BankBoston,
and the other lending institutions party thereto,
BankBoston, N.A. as Administrative Agent and Lehman
Commercial Paper Inc. as Documentation Agent, with
BancBoston Robertson Stephens Inc. as Syndication Agent and
Arranger and Lehman Brothers Inc. as Co-Arranger(3)
10.16 Employee Stockholders' Agreement dated April 23, 1998(5)
10.17 Voting Trust Agreement(5)
10.18 First Amendment to Executive Employment and Non-Competition
Agreement dated February 5, 1999 between Holmes Products
Corp. and Jordan A. Kahn(5)
10.19 Management Agreement dated as of November 26, 1997 between
Berkshire Partners, LLC and Holmes Products Corp.(5)
10.20 First Amendment to Management Agreement dated February 5,
1999 between Berkshire Partners, LLC and Holmes Products
Corp.(5)
12.1 Computation of Ratio of Earnings to Fixed Charges(5)
21.1 Subsidiaries of Registrant(4)
23.1 Consent of PricewaterhouseCoopers LLP(5)
23.2 Consent of KPMG LLP(5)
23.3 Consent of Posternak, Blankstein & Lund, L.L.P. (included in
Exhibit 5.1)(5)
23.4 Consent of Latham & Watkins (included in Exhibit 5.2)
24.1 Power of Attorney(5)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of State Street Bank and Trust Company(5)
27.1 Financial Data Schedule of The Rival Company(5)
99.1 Form of Letter of Transmittal(5)
99.2 Form of Notice of Guaranteed Delivery(5)
</TABLE>
- -------------------------
(1) Incorporated by reference to the Registrant's Registration Statement on Form
S-4, as amended (Registration No. 333-44473).
(2) Incorporated by reference to the Registrant's Tender Offer Statement on
Schedule 14D-1 dated December 23, 1998, as amended.
(3) Incorporated by reference to the Registrant's Current Report on Form 8-K
dated February 5, 1999.
(4) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, filed with the Commission on March
31, 1999.
(5) Previously filed.
<PAGE> 1
[LATHAM & WATKINS ATTORNEYS AT LAW LETTERHEAD]
July 14, 1999
Holmes Products Corp.
233 Fortune Boulevard
Milford, MA 01757
Re: Registration Statement No. 333-77905; $31,250,000 in aggregate
principal amount of 9 7/8% Senior Subordinated Notes due 2007
Ladies and Gentlemen:
In connection with the registration of $31,250,000 in aggregate
principal amount of Series D 9 7/8% Senior Subordinated Notes due 2007 (the
"NEW SECURITIES") by Holmes Products Corp., a Massachusetts corporation (the
"COMPANY"), and the guarantees of the New Securities (the "NEW GUARANTEES") by
Holmes Manufacturing Corp., a Massachusetts corporation, Holmes Air (Taiwan)
Corp., a Massachusetts corporation, Holmes Motor Corp., a Delaware corporation,
The Rival Company, a Delaware corporation, Patton Electric Company, Inc., an
Indiana corporation, Patton Building Products, Inc., a Delaware corporation, and
Rival Consumer Sales Corporation, a Missouri corporation (collectively, the
"GUARANTORS"), under the Securities Act of 1933, as amended (the "ACT"), on Form
S-4 filed with the Securities and Exchange Commission (the "COMMISSION") on May
6, 1999 (File No. 333-77905), as amended by Amendment No. 1 filed with the
Commission on June 18, 1999 and Amendment No. 2 filed with the Commission on
July 2, 1999 (collectively, the "REGISTRATION STATEMENT"), you have requested
our opinion with respect to the matters set forth below. The New Securities and
the New Guarantees will be issued pursuant to an indenture (the "INDENTURE"),
dated as of February 5, 1999, among the Company, the Guarantors and State Street
Bank and Trust Company, as Trustee (the "TRUSTEE"). The New Securities and the
New Guarantees will be issued in exchange for the Company's outstanding Series C
9 7/8% Senior Subordinated Notes due 2007 (the "OLD SECURITIES") and the
guarantees of the Old Securities by the Guarantors
<PAGE> 2
Holmes Products Corp.
July 14, 1999
Page 2
(the "OLD GUARANTEES") on the terms set forth in the prospectus contained in the
Registration Statement and the letter of transmittal filed as an exhibit thereto
(the "EXCHANGE OFFER").
We have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of New York and, except as stated in the
following sentence, we express no opinion with respect to the applicability
thereto, or the effect thereon, of the laws of any other jurisdiction or as to
any matters of municipal law or the laws of any other local agencies within any
state. With respect to the opinions expressed below, to the extent they involve
matters arising under the laws of the Commonwealth of Massachusetts, with your
permission we have relied exclusively on the opinion of Posternak, Blankstein &
Lund, L.L.P., a copy of which is attached hereto, subject to all of the
assumptions, limitations and qualifications set forth therein.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
(1) The New Securities to be exchanged for the Old Securities pursuant to
the Exchange Offer, have been duly authorized and when executed, issued and
authenticated in accordance with the terms of the Exchange Offer and the
Indenture and exchanged for the Old Securities in accordance with the terms of
the Exchange Offer, will be the legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms.
(2) The New Guarantees of the Guarantors, have been duly authorized and
when executed and endorsed on the New Securities in accordance with the terms of
the Indenture and upon due execution, issuance and authentication of the New
Securities in accordance with the terms of the Exchange Offer and the Indenture
and exchange of the New Securities for the Old Securities in accordance with the
terms of the Exchange Offer, will be the legally valid and binding obligation of
the Guarantors, enforceable against the Guarantors in accordance with their
terms.
The opinions rendered in paragraphs 1 and 2 relating to the
enforceability of the New Securities and the New Guarantees are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors and (ii) the effect of general principles of equity, whether
enforcement is considered in a
<PAGE> 3
Holmes Products Corp.
July 14, 1999
Page 3
proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought.
We have not been requested to express, and with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
the Company under the Indenture and the New Securities or the Guarantors under
the Indenture or the New Guarantees of Section 548 of the United States
Bankruptcy Code or applicable state law (including, without limitation, Article
10 of the New York Debtor and Creditor Law) relating to fraudulent transfers and
obligations.
To the extent that the obligations of the Company, or the Guarantors
under the Indenture, the New Securities or the New Guarantees may be dependent
upon such matters, we assume for purposes of this opinion that the Trustee is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that the Trustee has the requisite organizational
and legal power and authority to perform its obligations under the Indenture;
that the Trustee is duly qualified to engage in the activities contemplated by
the Indenture; that the Indenture has been or will be duly authorized by the
Trustee; that each of the Indenture, the New Securities and the New Guarantees
has been or will be duly executed and delivered by the Trustee, the Company and
each of the Guarantors and constitutes the legally valid, binding and
enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; and that the Trustee is in compliance, generally and
with respect to acting as a trustee under the Indenture, with all applicable
laws and regulations.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins
