UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
International Post Limited
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
460181100
(CUSIP Number)
Alvin H. Fenichel, Senior Vice President,
The Equitable Companies Incorporated
1290 Avenue of the Americas, New York, N.Y. 10104; (212) 314-4094
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 27, 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. ( )
Check the following box if a fee is being paid with the statement. ( )
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: 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>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |The Equitable Companies Incorporated |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| |13-3623351 |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Delaware |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | 2,562,105 - see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | 0 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | 2,562,105 - see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | 0 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 - see Item 5 |
| | |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | HC, CO |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |AXA Assurances I.A.R.D. Mutuelle |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | IC |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |AXA Assurances Vie Mutuelle |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IC |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Alpha Assurances Vie Mutuelle |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IC |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |AXA Courtage Assurance Mutuelle |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [X] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IC |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Finaxa |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |HC, CO |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
7
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |AXA-UAP |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |HC, CO |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
8
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Claude Bebear, as AXA Voting Trustee |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Citizen of France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IN |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
9
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Patrice Garnier, as AXA Voting Trustee |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Citizen of France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IN |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
10
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Henri de Clermont-Tonnerre, as AXA Voting Trustee |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |N/A |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Citizen of France |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | see Item 5 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | see Item 5 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | see Item 5 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | see Item 5 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 |
| |(Not to be construed as an admission of beneficial ownership) - |
| | see Item 5 |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| |IN |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
11
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |The Equitable Life Assurance Society of the United States |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| |13-5570651 |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |00 |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |New York |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | 2,562,105 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | 0 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | 2,562,105 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | 0 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 2,562,105 - see Item 5 |
| | |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 41.15% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | IC, CO |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
12
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Equitable Deal Flow Fund, L.P. |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| |13-3385076 |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |00 |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Delaware |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | 1,633,758 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | 0 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | 1,633,758 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | 0 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,633,758 - see Item 5 |
| | |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 26.24% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | PN |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
13
<PAGE>
<PAGE>
|--------------------| |
|CUSIP NO. 460181100 | SCHEDULE 13D |
|--------------------| |
|---------------------------------------------------------------------|
| 1|NAME OF REPORTING PERSON |
| |Equitable Capital Management Corporation |
| | |
| |S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| |13-3266813 |
|--|------------------------------------------------------------------|
| 2|CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] |
| | (B) [ ] |
|--|------------------------------------------------------------------|
| 3|SEC USE ONLY |
| | |
| | |
|--|------------------------------------------------------------------|
| 4|SOURCE OF FUNDS* |
| |00 |
|--|------------------------------------------------------------------|
| 5|CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| |PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|--|------------------------------------------------------------------|
| 6|CITIZENSHIP OR PLACE OF ORGANIZATION |
| |Delaware |
|---------------------------------------------------------------------|
| | 7|SOLE VOTING POWER |
| NUMBER OF | | 1,633,758 |
| SHARES |--|-----------------------------------------------|
| BENEFICIALLY | 8|SHARED VOTING POWER |
| OWNED | | 0 |
| BY EACH |--|-----------------------------------------------|
| REPORTING | 9|SOLE DISPOSITIVE POWER |
| PERSON | | 1,633,758 |
| WITH |--|-----------------------------------------------|
| |10|SHARED DISPOSITIVE POWER |
| | | 0 |
|---------------------------------------------------------------------|
|11|AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 1,633,758 - see Item 5 |
| | |
|--|------------------------------------------------------------------|
|12|CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| |SHARES * [ ] |
| | |
|--|------------------------------------------------------------------|
|13|PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
| | |
| | 26.24% - see Item 5 |
|--|------------------------------------------------------------------|
|14|TYPE OF REPORTING PERSON * |
| | HC, CO |
| | |
|---------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
14
<PAGE>
<PAGE>
This Amendment No. 1 amends the Statement on Schedule 13D (the "Schedule
13D") filed with the Securities and Exchange Commission on November 8, 1996
by The Equitable Companies Incorporated, AXA Assurances I.A.R.D. Mutuelle,
AXA Assurances Vie Mutuelle, Alpha Assurances Vie Mutuelle, Alpha
Assurances I.A.R.D. Mutuelle (which has since been merged into Alpha
Assurances Vie Mutuelle), AXA Courtage Assurance Mutuelle, Finaxa, AXA (now
known as AXA-UAP), The Equitable Life Assurance Society of the United
States, Equitable Deal Flow Fund, L.P., Equitable Capital Management
Corporation, and Claude Bebear, Patrice Garnier, and Henri de
Clermont-Tonnerre (as AXA Voting Trustees) with respect to beneficial
ownership of the Common Stock of International Post Limited. The Schedule
13D is amended as follows:
Item 2.
In 1997, Alpha Assurances I.A.R.D. Mutuelle was
merged with and into Alpha Assurances Vie Mutuelle.
Item 4. Purpose of Transaction.
In accordance with the terms of the Voting
Agreement (as defined in Item 6 below), ELAS and EDFF plan
to vote in favor of (a) the merger (the "Merger") of IPL and
Video Services Corporation, a New Jersey corporation
("Video"), contemplated in the Agreement and Plan of Merger,
dated as of June 27, 1997 (the "Merger Agreement"), among
IPL, Video and all of Video's stockholders and (b) the
adoption of IPL's 1997 Long Term Incentive Plan (the "97
Plan") which replaces the Company's current long term
incentive plan, and increases the number of shares available
for issuance to 735,000 from 84,200. Pursuant to the Merger
Agreement, among other things, at the effective time of the
Merger (i) an aggregate of 7,011,349 shares of IPL's common
stock will be issued to Video's stockholders in exchange for
their shares of Video's common stock (plus an additional
212,096 shares of IPL's common stock will be issued to
Video's stockholders in the Merger to replace an equal
number of shares of IPL's common stock currently owed by
Video which will be canceled upon the Merger) and (ii) IPL's
Certificate of Incorporation will be amended to change the
name of IPL to "Video Services Corporation".
ELAS and EDFF also plan concurrently with the
consummation of the Merger, to enter into the Tag-Along
Rights Agreement (as defined in Item 6 below).
Item 6. Contracts, Agreements, Understandings or
Relationships with Respect to Securities of
the Issuer.
ELAS and EDFF have entered into a Voting
Agreement, dated as of June 27, 1997 (the "Voting
Agreement"), by and among ELAS, EDFF, IPL, Video, Louis H.
Siracusano ("LS"), Donald H. Buck ("DB"), Arnold P. Ferolito
("AF"), Terence A. Elkes ("TE") (the parties thereto other
than IPL are sometimes referred to collectively as the
"Stockholders") in the form annexed hereto as Exhibit 1.
ELAS and EDFF plan to, at the effective time of the Merger,
enter into a Tag-Along Rights Agreement (the "Tag-Along
Agreement") by and among ELAS, EDFF, LS, DB, AF and TE, in
<PAGE>
<PAGE>
substantially the form annexed hereto as Exhibit 2. The
summaries of such agreements set forth below are qualified
in there entirety by reference to Exhibits 1 and 2 filed
herewith.
Pursuant to the Voting Agreement, each of the
Stockholders agreed to vote all of its shares of IPL common
stock for the approval of the Merger and the other
transactions contemplated in the Merger Agreement. The
parties to the Voting Agreement also agree and acknowledge
that ELAS and EDFF are entitled to exercise, and shall be
afforded, all of the rights and privileges granted to MTE
Holdings, Inc., a New York corporation ("Holdings"), under
the registration rights agreement referred to below. The
Voting Agreement terminates on October 15, 1997, or upon the
earlier termination of the Merger Agreement in accordance
with its terms.
The Tag-Along Agreement provides that if at any
time during the two (2) year period following the date of
the Tag-Along Agreement, DB, TE, Kenneth F. Gorman ("KG"),
AF, ELAS or EDFF (the "Covered Persons") enters into or
proposes to enter into an agreement to sell any of its
shares of Covered Common Stock (as defined below), pursuant
to an underwritten public offering or a firm-commitment
private placement, such Covered Person (the "Selling Covered
Person") must offer to each of the other Covered Persons the
right to sell, along with the Selling Covered Person, a
number of shares of Covered Common Stock relative to the
total number of shares of Covered Common Stock the Selling
Covered Person proposes to sell which is equal to the
relative share of the total number of shares of Covered
Common Stock each Covered Person holds of the aggregate
shares of Covered Common Stock held by all Covered Persons,
under the same terms and conditions as the Selling Covered
Person proposes to sell its shares of Covered Common Stock.
"Covered Common Stock" means all shares of IPL common stock
that (i) are held by ELAS or EDFF on the date of the Tag-Along
Agreement, (ii) may be acquired through the exercise
of options or warrants granted to TE or KG by Holdings under
services and option agreements referred to below, and (iii)
are acquired pursuant to the Merger. Subject to certain
exceptions, should LS, during the two (2) year period
following the date of the Tag-Along Agreement, enter into an
agreement or propose to sell any of his shares of common
stock, then, LS must offer to each of ELAS, EDFF, KG and TE
the right to sell, along with LS, a number of shares
relative to the total number of shares of common stock LS is
proposing to sell which is equal to the relative share of
the total number of shares of Covered Common Stock each of
LS, ELAS, EDFF, KG and TE holds of the aggregate shares of
Covered Common Stock held by LS, ELAS, EDFF, KG and TE,
under the same terms and conditions as LS proposes to sell
his shares. Following the disposition of any shares
pursuant to the Tag-Along Agreement, the provisions of such
agreement shall not apply to such shares.
<PAGE>
<PAGE>
The Services and Option Agreements by and between
Holdings and TE and Holdings and KG, to which ELAS and EDFF
have become successors in interest to Holdings, in the form
annexed hereto as Exhibit 3 granted to TE and KG options to
purchase shares of common stock of IPL.
The Registration Rights Agreement among IPL,
Holdings, and the other parties thereto, to which ELAS and
EDFF have become successors in interest to Holdings in the
form annexed hereto as Exhibit 4 grants to ELAS and EDFF
certain demand and incidental registration rights. Pursuant
to such agreement, EDFF has been designated as the
"Initiating Holder" (as such term is defined therein).
Item 7. Material to be Filed as Exhibits
Exhibit 1. Form of Voting Agreement, dated as of June
27, 1997 by and among International Post Limited, a Delaware
corporation, Video Services Corporation, a New Jersey
corporation, and the other signatories thereto.
Exhibit 2. Form of Tag-Along Rights Agreement by and
among The Equitable Life Assurance Society of the United
States, Equitable Deal Flow Fund L.P., Louis H. Siracusano,
Donald H. Buck, Arnold P. Ferolito, Terrence A. Elkes and
Kenneth F. Gorman.
Exhibit 3. Form of Services and Option Agreement,
dated as of February 15, 1994, by and between MTE Holdings
Inc. ("Holdings"), a New York corporation, and Terrence A.
Elkes and by and between Holdings and Kenneth F. Gorman, to
which The Equitable Life Assurance Society of the United
States and Equitable Deal Flow Fund L.P. have become
successors in interest to Holdings.
Exhibit 4. Form of Registration Rights Agreement,
dated as of February 15, 1993 by and among International
Post Limited, a Delaware corporation, MTE Holding, Inc., a
New York corporation, Video Services Corporation, a New
Jersey corporation, and the other signataries thereto.
<PAGE>
<PAGE>
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.
Dated: July 8, 1997
THE EQUITABLE COMPANIES INCORPORATED
By:______________________
/s/ Alvin H. Fenichel
Senior Vice President
<PAGE>
<PAGE>
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.
Dated: July 8, 1997
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: ____________________
/s/ Alvin H. Fenichel
Senior Vice President
<PAGE>
<PAGE>
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.
Dated: July 8, 1997
EQUITABLE DEAL FLOW FUND, L.P.
BY: EQUITABLE MANAGED ASSETS, L.P., AS
GENERAL PARTNER
BY: THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES, AS GENERAL PARTNER
By:_____________________
/s/ Alvin H. Fenichel
Senior Vice President
<PAGE>
<PAGE>
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.
Dated: July 8, 1997
ALPHA ASSURANCES VIE MUTUELLE
AXA ASSURANCES I.A.R.D. MUTUELLE
AXA ASSURANCES VIE MUTUELLE
AXA COURTAGE ASSURANCE MUTUELLE
(formerly known as Uni Europe
Assurance Mutuelle)
FINAXA
AXA-UAP (formerly known as AXA)
Claude Bebear, as AXA Voting Trustee
Patrice Garnier, as AXA Voting Trustee
Henri de Clermont-Tonnerre, as AXA
Voting Trustee
By: ____________________
/s/ Alvin H. Fenichel
Attorney-in-Fact
<PAGE>
<PAGE>
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.
Dated: July 8, 1997
EQUITABLE CAPITAL MANAGEMENT CORPORATION
By: ____________________
/s/ Louis M. Ocone
Executive Vice President
and Chief Financial Officer
<PAGE>
<PAGE>
EXHIBIT 1
VOTING AGREEMENT
VOTING AGREEMENT, dated as of June 27, 1997 (this
"Agreement"), by and among International Post Limited, a
Delaware corporation ("IPL"), Video Services Corporation, a
New Jersey corporation ("Video"), and the stockholders of
IPL and/or Video who are signatories hereto (the
"Stockholders").
R E C I T A L S:
WHEREAS, IPL, Video and all of the stockholders of
Video have entered into an Agreement and Plan of Merger,
dated as of the date hereof (the "Merger Agreement"),
relating to the merger (the "Merger") of IPL and Video;
WHEREAS, Video and the Stockholders beneficially
own in the aggregate 3,106,201 shares of the common stock,
par value $.01 per share, of IPL (the "IPL Common Stock"),
representing approximately 50% of the currently outstanding
shares of IPL Common Stock; and
WHEREAS, in order to induce each of IPL, Video and
the stockholders of Video to enter into the Merger
Agreement, the parties hereto have agreed to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements set forth herein,
and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Voting. Each of Video and the Stockholders
agrees to vote all of his/its shares of IPL Common Stock for
the approval of the Merger Agreement (in the form executed
as of the date hereof, with such changes thereto as the
parties hereto may agree prior to such changes), and the
transactions contemplated therein (including the issuance of
an aggregate of 7,011,349 shares of IPL Common Stock to
Video's stockholders in exchange for their shares of Video's
Common Stock, plus an additional 212,096 shares of IPL
Common Stock which will replace an equal number of shares of
IPL Common Stock owned by Video which will be cancelled upon
the Merger, and amendments to IPL's Certificate of
Incorporation changing its corporate name and increasing the
number of authorized shares of IPL Common Stock), and of the
1997 Long Term Incentive Plan.
2. Term. This Agreement shall terminate on
October 15, 1997, or upon the earlier termination of the
Merger Agreement in accordance with its terms.
<PAGE>
<PAGE>
3. Representations, Warranties and Covenants.
(a) Each of Video and the Stockholders hereby,
severally and not jointly, represents and warrants as follows:
(i) Such stockholder is the beneficial owner
of the shares of IPL Common Stock set forth on Schedule A
hereto, free and clear of all liens, charges and
encumbrances whatsoever.
(ii) Such stockholder has all necessary
power and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have
been duly authorized by all necessary action on the part of
such stockholder. This Agreement has been duly executed and
delivered by such stockholder and constitutes the legal,
valid and binding obligation of such stockholder,
enforceable against such stockholder in accordance with its
terms, except as may be limited by bankruptcy,
reorganization, moratorium, fraudulent conveyance and
insolvency laws and by other laws affecting the rights of
creditors generally and except as may be limited by the
availability of equitable remedies.
(iii) No consent, approval, order or
authorization of any third party (including any federal,
state or local governmental authority) is required by or
with respect to such stockholder to validly execute and
deliver this Agreement and to consummate the transactions
contemplated hereby.
(b) Each of Video and the Stockholders agrees
that, until this Agreement has been terminated, such
stockholder will not sell, transfer, assign or otherwise
dispose of any of his/its shares of IPL Common Stock, unless
the proposed transferee of such shares agrees to become a
signatory to this Agreement.
4. Registration Rights Agreement. The parties
hereto agree and acknowledge that as a result of the
acquisition by The Equitable Life Assurance Society of the
United States and Equitable Deal Flow Fund, L.P.
(collectively, "Equitable") of an aggregate of 2,562,105
shares of IPL Common Stock from MTE Holdings, Inc.
("Holdings"), Equitable is entitled to exercise, and shall
be afforded, all of the rights and privileges granted to
Holdings under that certain Registration Rights Agreement
(the "Registration Rights Agreement") among IPL, Holdings,
Video, Martin Irwin, Jeffrey J. Kaplan, Adrien Macaluso,
Terrence A. Elkes and Kenneth F. Gorman with respect to such
shares in Holdings' place and stead. The parties hereto
further agree and acknowledge that, except as set forth
herein, the Registration Rights Agreement shall remain in
full force and effect.
<PAGE>
<PAGE>
5. Tag-Along Rights Agreement. Each of the
parties hereto agree and acknowledge that, simultaneously
with the closing of the transactions contemplated by the
Merger Agreement, it will execute and deliver the Tag-Along
Rights Agreement, substantially in the form attached hereto
as Exhibit A, with such changes thereto as the parties may agree.
6. Further Assurances. Each party hereto shall
perform such further acts and execute such further documents
as may be required to carry out the provisions of this Agreement.
7. Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.
8. Specific Performance. The parties agree that
irreparable damage would occur in the event that 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 each party shall be
entitled to an injunction or injunctions to prevent breaches
of this Agreement and to enforce specifically the terms and
provisions hereof or thereof in any court of the United
States or any state thereof having jurisdiction, this being
in addition to any other remedy to which he/it is entitled
at law or in equity, and the parties waive any requirement
to post any bond as a condition to seeking or obtaining
equitable relief.
9. Notices. Any notice, demand, request,
waiver, or other communication under this Agreement shall be
in writing (including facsimile or similar writing) and
shall be deemed to have been duly given (a) on the date of
service if personally served, (b) on the third day after
mailing if mailed to the party to whom notice is to be
given, by first class mail, registered, return receipt
requested, postage prepaid, (c) on the next day after
sending, if sent by overnight service, or (d) on the date
sent if sent by facsimile, to the parties at the following
addresses or facsimile numbers with a copy sent by mail as
aforesaid on the same date (or at such other address or
facsimile number for a party as shall be specified by like notice):
If to IPL:
International Post Limited
545 Fifth Avenue
New York, New York 10017
Attention: President
Telephone: (212) 986-6300
Fax: (212) 986-1364
if to Video:
Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647-1904
Attention: President
Telephone: (201) 767-1000
Fax: (201) 784-9779
<PAGE>
<PAGE>
If to any Stockholder, at his/its address set
forth on the signature page hereto.
10. Severability. In the event that any one or
more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal or unenforceable in
any respect, in whole or in part, the validity of the
remaining provisions shall not be affected and the remaining
portion of any provision held to be invalid, illegal or
unenforceable shall in no way be affected, prejudiced or
disturbed thereby.
11. Counterparts. This Agreement may be executed
in counterparts, each of which shall be deemed an original,
and all of which together shall constitute a single
agreement.
12. Governing Law. This Agreement shall be
construed in accordance with, and governed by, the internal
laws of the State of New York, without giving effect to the
principles of conflict of laws thereof. Any legal action,
suit or proceeding arising out of or relating to this
Agreement may be instituted in any state or federal court
located within the County of New York, State of New York,
and each party hereto agrees not to assert, by way of
motion, as a defense, or otherwise, in any such action, suit
or proceeding, any claim that it is not subject personally
to the jurisdiction of such court or that such court is an
inconvenient forum, that the venue of the action, suit or
proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court. Each
party hereto further irrevocably submits to the jurisdiction
of any such court in any such action, suit or proceeding.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date set forth above.
International Post Limited
By:__________________________
Name:
Title:
Video Services Corporation
By:__________________________
Name:
Title:
_____________________________
Terrence A. Elkes
Address:_____________________
_____________________________
Telephone:___________________
Fax:_________________________
The Equitable Life Assurance Society
of the United States
By:__________________________
Name:
Title:
Address:_____________________
_____________________________
Telephone:___________________
Fax:_________________________
Equitable Deal Flow Fund, L.P.
By: Equitable Managed Assets, L.P.,
as general partner
<PAGE>
<PAGE>
By: The Equitable Life Assurance
Society of the United States,
as general partner
By: ___________________________
Name:
Title:
Address: _______________________
________________________________
Telephone:______________________
Fax:____________________________
________________________________
Louis H. Siracusano
Address: _______________________
________________________________
Telephone:______________________
Fax:____________________________
________________________________
Arnold P. Ferolito
Address: _______________________
________________________________
Telephone:______________________
Fax:____________________________
________________________________
Donald H. Buck
Address: _______________________
________________________________
Telephone:______________________
Fax:____________________________
<PAGE>
<PAGE>
SCHEDULE A
NAME NUMBER OF SHARES OF
IPL COMMON STOCK
Video Services
Corporation 212,096
Terrence A. Elkes 1 516,012
The Equitable Life
Assurance Society of the
United States 2 2,562,105
Equitable Deal Flow
Fund, L.P. 2 1,633,758
Louis H. Siracusano 3 3,500
Arnold P. Ferolito 3 1,000
Donald H. Buck 3 1,000
1. Includes (i) 10,000 shares of IPL Common Stock owned by Mr. Elkes'
children, as to which Mr. Elkes disclaims beneficial ownership, (ii) five-
year options to purchase 30,000 shares of IPL Common Stock granted by Video
and (iii) six-year, non-qualified options to purchase 149,512 shares of IPL
Common Stock granted by MTE Holdings, Inc. ("Holdings"). The Equitable Life
Assurance Society of the United States and Equitable Deal Flow Fund, L.P.
have foreclosed upon Holdings' IPL Common Stock and will issue the shares of
IPL Common Stock to Mr. Elkes pursuant to such options granted by Holdings.
2. The Equitable Life Assurance Society of the United States ("Equitable
Life") beneficially owns, in total, 2,562,105 shares of IPL Common Stock.
Of these shares, Equitable Life is the holder of record of 928,347 shares,
and beneficially owns indirectly 1,633,758 shares through its control of
Equitable Deal Flow Fund, L.P., of whose general partner Equitable Life is
general partner.
3. Each of Messrs. Siracusano, Ferolito and Buck is also deemed to
beneficially own 212,096 shares of IPL Common Stock owned by Video as a
result of his relationship with Video.
<PAGE>
<PAGE>
EXHIBIT 2
TAG-ALONG RIGHTS AGREEMENT
THIS TAG-ALONG RIGHTS AGREEMENT (the "Agreement"),
dated as of _________, 1997, is by and among Louis H.
Siracusano ("LS"), Donald H. Buck and Arnold P. Ferolito
(each, a "Stockholder" and collectively, the
"Stockholders"), The Equitable Life Assurance Society of the
United States, a New York insurance company ("ELAS"),
Equitable Deal Flow Fund, L.P., a Delaware limited
partnership ("EDFF") ("ELAS" and "EDFF" are collectively
referred to herein as "Equitable"), Terrence A. Elkes
("Elkes") and Kenneth F. Gorman ("Gorman"). Any reference
herein to any Stockholder, Elkes or Gorman shall be deemed
to also include a reference to the heirs, estate and
personal representatives of such Stockholder, Elkes or
Gorman, as applicable. Unless otherwise indicated herein:
(i) each capitalized term used herein shall have the meaning
attributed to it in the glossary set forth in Section 13
hereof; and (ii) each capitalized term used herein but not
defined herein shall have the meaning attributed to it in
the Merger Agreement or the Stock Resale Agreement.
W I T N E S S E T H
WHEREAS, pursuant to the merger of Video Services
Corporation, a New Jersey corporation ("Video"), with and
into International Post Limited, a Delaware corporation
("IPL") the Stockholders shall receive shares of the common
stock of IPL ("Common Stock"); and
WHEREAS, the Stockholders, Equitable, Elkes and
Gorman wish to make certain agreements in connection with
the sale of shares of Common Stock by such entities.
NOW THEREFORE, in consideration of the mutual
agreements hereinafter set forth, the parties hereto,
intending to be legally bound, do hereby agree as follows:
ARTICLE I
Covered Sales
1. Covered Sales. Subject to the exceptions set
forth in Article III hereof, if any Covered Person
individually, or in concert with any other Covered Person
(each, a "Selling Stockholder"), at any time or from time to
time, during the two (2) year period following the date
hereof, in one transaction or in a series of related
transactions, enters into or proposes to enter into, an
agreement to sell any of its shares of Covered Common Stock
to any Person as part of a Covered Sale then such Selling
Stockholder shall give notice to each of the other Covered
<PAGE>
<PAGE>
Persons (the "Tag-Along Stockholders") of the total number
of shares that may be sold by Covered Persons in the Covered
Sale (the "Total Shares") determined according to the
procedure set forth in Section 3(a) of this Article I (a
"Tag-Along Sale"). Any Tag-Along Sale shall be on the same
terms and conditions, and pursuant to agreements and
documentations to be entered into by each participating
person, mutatis mutandis, as the Covered Sale. Each
Tag-Along Stockholder participating in such Tag-Along Sale
shall bear its pro rata share of the aggregate expenses of
the sellers in connection with the Covered Sale including,
without limitation, the legal, accounting and investment
banking fees and expenses associated with such Covered Sale.
2. Covered Sale Notice. The Selling Stockholder
or Selling Stockholders initiating a proposed Covered Sale
shall promptly (and in no event later than thirty (30) days
prior to the proposed consummation thereof) provide each
Tag-Along Stockholder with written notice of any such sale
(the "Covered Sale Notice"). Such Covered Sale Notice shall
set forth: (i) the name and address of the proposed
purchaser of the shares of Common Stock, or a general
description of the type of investor proposed to acquire such
Common Stock, included in the Covered Sale; (ii) the
proposed amount and form of consideration to be paid for
such shares and the terms and conditions of payment offered
or to be paid by the proposed purchaser; (iii) the number of
shares of Common Stock proposed to be sold by such Selling
Stockholder and that the Tag-Along Stockholders are
permitted to include in the Tag-Along Sale; and (iv) the
place, time and date (or a reasonable estimate thereof) for
the delivery of and payment for the shares to be sold.
3. Tag-Along Sales. (a) Each Covered Person
shall have the right to sell a portion of the Total Shares
to be sold in the Covered Sale, equal to up to the number of
shares of Common Stock derived by multiplying the Total
Shares by a fraction, the denominator of which is the total
number of shares of Covered Common Stock owned by all of
the Covered Persons as of the date of the Covered Sale
Notice and the numerator of which, with respect to each such
person, is the number of shares of Covered Common Stock
owned by the applicable Covered Person as of such date.
<PAGE>
<PAGE>
(b) Within five (5) days after the date of the
Covered Sale Notice, each Tag-Along Stockholder shall
provide the other Tag-Along Stockholders and all Selling
Stockholders with written notice of the number of Tag-Along
Shares it proposes to sell (the "First Tag-Along Notice").
In the event that one or more Tag-Along Stockholders elect
to sell fewer than the maximum amount of Tag-Along Shares
which he is permitted to sell, then the other Covered
Persons who have elected to sell the maximum amount of
Tag-Along Shares that they are permitted to sell hereunder,
shall have the right to sell the remaining shares, in
amounts calculated by multiplying the total remaining number
of such shares by a fraction, the denominator of which is
the total number of shares of Covered Common Stock owned by
the remaining Covered Persons as of the date of the Covered
Sale Notice and the numerator of which, with respect to each
such person, is the number of shares of Common Stock owned
by the applicable Covered Person. Each Covered Person who
elects to execute such right shall send written notice of
the number of shares it proposes to sell (the "Second
Tag-Along Notice") to the other Covered Persons within five
(5) days after the date of the First Tag-Along Notice. To
the extent that, following the completion of the processes
set forth above, there are any remaining Tag-Along Shares
which a Covered Person has not elected to sell, then the
balance of such shares may be sold by the Selling
Stockholder(s). In completing the calculations contemplated
above, all shares shall be rounded to the next lowest whole share.
4. Covered Sale Response. Within fifteen (15)
days after the date of the Covered Sale Notice, each
Tag-Along Stockholder shall sign and deliver to each Selling
Stockholder, a response signed by such person (the "Covered
Sale Response") which shall set forth the amount of shares,
if any, to be included in the Covered Sale by such Tag-Along
Stockholder as a result of the completion of the procedures
set forth in Section 3 hereof.
5. Delivery and Payment Procedures. At the
place, time and date specified on the Covered Sale Notice
(or in another notice providing not less than five (5) days
advance notice of such matters), the relevant Tag-Along
Stockholder shall deliver certificates for such shares duly
endorsed, or accompanied by written instruments of transfer
duly executed by the relevant Tag-Along Stockholder. In the
event that (i) the Covered Sale Response is not delivered to
the Selling Stockholder within the time period set forth
above; (ii) a Tag-Along Stockholder does not deliver
certificates for shares on the date set forth on the Covered
Sale Notice; or (iii) all of the Tag-Along Shares have not
been offered for sale by the Tag-Along Stockholders, the
Selling Stockholders shall have the right to sell their
shares of Common Stock (or any portion thereof) in
replacement thereof. If requested by a Selling Stockholder,
each of ELAS, EDFF, Elkes and Gorman shall provide written
confirmation of the satisfaction of the requirements of this
Agreement and of the number of shares each party is entitled
to include in any sale hereunder.
<PAGE>
<PAGE>
ARTICLE II
LS Sales
1. LS Sales. Subject to the exceptions set
forth in Article III hereof, if LS, at any time or from time
to time, during the two (2) year period following the date
hereof, in one transaction or in a series of related
transactions, enters into or proposes to enter into, an
agreement to sell any of his shares of Common Stock to any
Person (an "LS Sale") then LS shall give notice to each of
Equitable, Elkes and Gorman (the "LS Tag-Along
Stockholders") of the total number of shares that may be
sold in the LS Sale (the "LS Total Shares") determined
according to the procedure set forth in Section 3(a) of this
Article II (an "LS Tag-Along Sale"). Any LS Tag-Along Sale
shall be on the same terms and conditions, and pursuant to
agreements and documentations to be entered into by each
participating person, mutatis mutandis, as the LS Sale.
Each LS Tag-Along Stockholder participating in such LS
Tag-Along Sale shall bear its pro rata share of the
aggregate expenses of the sellers in connection with the LS
Sale including, without limitation, the legal, accounting
and investment banking fees and expenses associated with
such LS Sale.
2. LS Sale Notice. LS shall promptly (and in no
event later than thirty (30) days prior to the proposed
consummation thereof) provide each LS Tag-Along Stockholder
with written notice of any such sale (the "LS Sale Notice").
Such LS Sale Notice shall set forth: (i) the name and
address of the proposed purchaser of the shares of Common
Stock, or a general description of the type of investor
proposed to acquire such Common Stock, included in the LS
Sale; (ii) the proposed amount and form of consideration to
be paid for such shares and the terms and conditions of
payment offered or to be paid by the proposed purchaser;
(iii) the number of shares of Common Stock proposed to be
sold by LS and that the LS Tag-Along Stockholders are
permitted to include in the LS Tag-Along Sale; and (iv) the
place, time and date (or a reasonable estimate thereof) for
the delivery of and payment for the shares to be sold.
3. Tag-Along Sales. (a) Each of LS, Equitable,
Elkes and Gorman shall have the right to sell a portion of
the LS Total Shares to be sold in the LS Sale, equal to up
to the number of shares of Common Stock derived by
multiplying the LS Total Shares by a fraction, the
denominator of which is the total number of shares of
Covered Common Stock owned by all of LS, Equitable, Elkes
and Gorman as of the date of the Covered Sale Notice and the
numerator of which, with respect to each such person, is the
number of shares of Covered Common Stock owned by each such
applicable person as of such date.
<PAGE>
<PAGE>
(b) Within five (5) days after the date of the LS
Sale Notice, each LS Tag-Along Stockholder shall provide the
other LS Tag-Along Stockholders and LS with written notice
of the number of LS Tag-Along Shares it proposes to sell
(the "First Tag-Along Notice"). In the event that one or
more LS Tag-Along Stockholders elect to sell fewer than the
maximum amount of LS Tag-Along Shares which he is permitted
to sell, then the other persons (the "Electing Persons") who
have elected to sell the maximum amount of LS Tag-Along
Shares that they are permitted to sell hereunder, shall have
the right to sell the remaining shares, in amounts
calculated by multiplying the total remaining number of such
shares by a fraction, the denominator of which is the total
number of shares of Covered Common Stock owned by the
Electing Persons as of the date of the LS Sale Notice and
the numerator of which, with respect to each such person, is
the number of shares of Common Stock owned by the applicable
Electing Person. Each person who elects to execute such
right shall send written notice of the number of shares it
proposes to sell (the "Second Tag-Along Notice") to LS and
the other LS Tag-Along Stockholders within five (5) days
after the date of the First Tag-Along Notice. To the extent
that, following the completion of the processes set forth
above, there are any remaining LS Tag-Along Shares which LS
Tag-Along Stockholders have not elected to sell, then the
balance of such shares may be sold by LS. In completing the
calculations contemplated above, all shares shall be rounded
to the next lowest whole share.
4. LS Sale Response. Within fifteen (15) days
after the date of the LS Sale Notice, each LS Tag-Along
Stockholder shall sign and deliver to LS, a response signed
by such person (the "LS Covered Sale Response") which, with
respect to each such person, shall set forth the amount of
shares, if any, to be included in the LS Sale by such LS
Tag-Along Stockholder as a result of the completion of the
procedures set forth in Section 3 hereof.
5. Delivery and Payment Procedures. At the
place, time and date specified on the LS Sale Notice (or in
another notice providing not less than five (5) days advance
notice of such matters), the relevant LS Tag-Along
Stockholder shall deliver certificates for such shares duly
endorsed, or accompanied by written instruments of transfer
duly executed by the relevant LS Tag-Along Stockholder. In
the event that (i) the LS Sale Response is not delivered to
LS within the time period set forth above; (ii) an LS
Tag-Along Stockholder does not deliver certificates for
shares on the date set forth on the LS Sale Notice; or
(iii) all of the LS Tag-Along Shares have not been offered
for sale by the LS Tag-Along Stockholders, LS shall have the
right to sell their shares of Common Stock (or any portion
thereof) in replacement thereof. If requested by LS, each
of ELAS, EDFF, Elkes and Gorman shall provide written
confirmation of the satisfaction of the requirements of this
Agreement and of the number of shares each party is entitled
to include in any sale hereunder.
<PAGE>
<PAGE>
ARTICLE III
Exceptions and Termination
1. Application of Tag-Along Provisions. The
provisions of this Agreement shall only apply to bona fide
sales to third parties in Covered Sales and LS Sales;
provided, however, that such provisions shall not apply in
any respect to the transfers permitted pursuant to Sections
2-6 of the Stock Resale Agreement all of which may be
engaged in free of the provisions of this Agreement.
2. LS Sales. The provisions of Article II shall
not apply to any Transfer: (i) relating to a Covered Sale;
or (ii) involving less than an aggregate of 40,000 shares of
Common Stock (appropriately adjusted for stock splits,
dividends, combinations and similar events) in any 20
consecutive day period.
3. Termination of Tag-Along Provisions.
Following the disposition of any of the shares of Common
Stock pursuant to this Agreement, the provisions of this
Agreement shall not have any application to such shares of
Common Stock.
ARTICLE IV
Other Matters
1. Restrictive Stock Legend. Each Stockholder
will request that IPL cause each certificate of any
Stockholder evidencing the Shares outstanding during the
period the restriction set forth in Section 1 is in effect
to bear a legend in the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR
DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS
AND CONDITIONS OF AN AGREEMENT DATED
_______________, AS IT MAY BE AMENDED, AMONG THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES, EQUITABLE DEAL FLOW FUND, L.P., TERRENCE
A. ELKES, KENNETH F. GORMAN, LOUIS H. SIRACUSANO,
DONALD H. BUCK AND ARNOLD P. FEROLITO, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICES OF _______________________________.
2. Arbitration. Disputes that arise under this
Agreement will be resolved as follows:
(i) except as set forth in the penultimate
paragraph of this Section 9, no party shall bring a civil
action arising under or with respect to this Agreement;
(ii) at any time any party may demand
arbitration of any dispute, arising under or with respect to
this Agreement by delivering written notice thereof to:
(x) the parties hereto; and (y) an office of JAMS/Endispute
<PAGE>
<PAGE>
located in New York City (or, if none, then the office of
JAMS/Endispute located closest to New York City); and
(iii) any such arbitration shall be
conducted in New York City according to JAMS/Endispute's
Arbitration Rules then in effect applicable to disputes of
the types submitted to arbitration and the results of such
arbitration shall be final and binding on the parties.
In the event that JAMS/Endispute is not available to provide
such arbitration services with respect to any such dispute,
then that dispute shall be resolved by final, binding
arbitration in New York City by three arbitrators pursuant
to the rules then prevailing of the American Arbitration
Association applicable to disputes of the type submitted to
arbitration. Judgement on the award rendered by any of the
above referenced arbitrators may be confirmed and entered in
and by any court having jurisdiction.
Notwithstanding the foregoing, each party
specifically reserves the right to seek equitable remedies
in a court of competent jurisdiction.
3. Notices, etc. All notices, requests,
demands, waivers, consents, approvals or other
communications to any party hereunder shall be in writing
and shall be deemed to have been duly given if: (i)
delivered personally to such party; or (ii) sent to such
party by telegram or telecopy, with a copy sent on the same
day via overnight delivery to the following addresses:
If to Siracusano, to:
Louis H. Siracusano
13 Lexington Lane
Montvale, New Jersey 07645
If to Buck, to:
Donald H. Buck
2 Deerburn Court
Florham Park, NJ 07932
If to Ferolito, to:
Arnold P. Ferolito
c/o Video Services Corporation
240 Pegasus Avenue
Northvale, New Jersey 07647-1904
If to Equitable, to:
James Pendergast
c/o Alliance Corporate Finance Group Incorporated
1345 Avenue of the Americas
41st Floor
New York, New York 10105
<PAGE>
<PAGE>
All notices to Equitable should also be sent to:
Dan Taitz
Friedman & Kaplan
875 Third Avenue
8th Floor
New York, New York 10022
If to Elkes, to:
Terrence A. Elkes
c/o Apollo Partners, LLC
One Stamford Plaza
Stamford, CT 06901
If to Gorman, to:
Kenneth F. Gorman
c/o Apollo Partners, LLC
One Stamford Plaza
Stamford, CT 06901
All notices to the Stockholders shall also be sent to:
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036-1510
Attention: Keith Schaitkin
Fax #: (212) 626-0799
or to such other address as the addressee may have specified
in notice duly given to the sender as provided herein. Such
notice, request, demand, waiver, consent, approval or other
communications shall be deemed to have been given and
received as of the date so delivered, telegraphed or
telecopied.
4. Amendments, Waivers, etc. This Agreement may
not be amended, changed, supplemented, waived or otherwise
modified or terminated except by an instrument in writing
signed by each of the parties hereto.
5. Successors and Assigns. This Agreement shall
be binding upon and shall inure to the benefit of and be
enforceable by the parties hereto and in the case of any
corporate party hereto, any corporate successor by merger or
reorganization.
6. Entire Agreement. This Agreement embodies
the entire agreement and understanding among the parties
relating to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject
matter. There are no representations, warranties or
covenants by the parties hereto relating to such subject
matter other than those expressly set forth in this
Agreement. In the event of any conflict between the terms
and provisions of this Agreement and the terms and
provisions of the Merger Agreement, the terms and
provisions of this Merger Agreement shall prevail.
<PAGE>
<PAGE>
7. Severability. Each party agrees that, should
any court or other competent authority hold any provision of
this Agreement or part hereof to be null, void or
unenforceable, or order any party to take any action
inconsistent herewith or not to take an action consistent
herewith or required hereby, the validity, legality and
enforceability of the remaining provisions and obligations
contained or set forth herein shall not in any way be
affected or impaired thereby.
8. Remedies Cumulative. All rights, powers and
remedies provided under this Agreement or otherwise
available in respect hereof at law or in equity shall be
cumulative and not alternative, and the exercise or
beginning of the exercise of any thereof by any party shall
not preclude the simultaneous or later exercise of any
right, power or remedy by such party.
9. No Waiver. The failure of any party hereto
to exercise any right, power or remedy provided under this
Agreement or otherwise available in respect hereof at law or
in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof,
shall not constitute a waiver by such party of its right to
exercise any such or other right, power or remedy or to
demand such compliance.
10. Third Party Beneficiaries. Except as
expressly provided herein, this Agreement is not intended to
confer upon any Person other than the parties hereto any
rights or remedies hereunder.
11. Governing Law. This Agreement shall be
governed by, and interpreted under, the law laws of the
State of New York applicable to contracts made and to be
performed therein without regard to conflict of laws
principles.
12. Name, Captions, Gender. The name assigned
this Agreement and the section captions used herein are for
convenience of reference only and shall not affect the
interpretation or construction hereof. Whenever the context
may require, any pronoun used herein shall include the
corresponding masculine, feminine or neuter forms.
13. Glossary. The following terms as used in
this Agreement shall have the meanings indicated below:
"Covered Common Stock" means Covered Equitable
Common Stock and Covered Stockholder Common Stock.
<PAGE>
<PAGE>
"Covered Equitable Common Stock" shall include:
(i) all shares of IPL Common Stock owned by Equitable on the
date hereof; and (ii) all shares of Common Stock that may be
acquired by Elkes or Gorman, as the case may be, on the date
hereof through the exercise of options or warrants owned by
Elkes or Gorman, as the case may be, on the date hereof,
granted by Equitable.
"Covered Person" means any Stockholder, Equitable,
Elkes and Gorman (and (i) in the case of any Stockholder,
Elkes or Gorman any Permitted Transferee thereof; and (ii)
in the case of Equitable, any Affiliate thereof).
"Covered Private Placement" means a private
placement of securities through an underwriter or other
placement agent, pursuant to which securities are sold by
the applicable stockholder to such underwriter or placement
agent which acquires title thereto for resale to an
investor, all pursuant to an agreement pursuant to which
such underwriter or placement agent makes a binding
commitment to purchase all such shares.
"Covered Public Offering" means an underwritten
public offering for shares.
"Covered Sale" means a Covered Private Placement
or a Covered Public Offering.
"Covered Stockholder Common Stock" means shares of
Common Stock acquired pursuant to the merger.
14. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed
to be an original, but all of which together constitute an
instrument. Each counterpart may consist of a number of
copies each signed by less than all, but together signed by
all, the parties hereto.
<PAGE>
<PAGE> INTERNATIONAL POST LIMITED
Name:
Title:
STOCKHOLDERS:
Louis H. Siracusano
Arnold P. Ferolito
Donald H. Buck
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
__________________________
Name:
Title:
EQUITABLE DEAL FLOW FUND, L.P.
Name:
Title:
Terrence A. Elkes
__________________________
Kenneth F. Gorman
<PAGE>
<PAGE> EXHIBIT 3
SERVICES AND OPTION AGREEMENT
THIS AGREEMENT, dated as of February 15, 1994 is
made by and between MTE Holdings, Inc., a New York
corporation formerly known as Manhattan Transfer/Edit Inc.
("Holdings") and Kenneth F. Gorman (the "Optionee").
WHEREAS, Holdings desires to grant an option to
Optionee to purchase shares of the Common Stock of
International Post Limited, formerly, International Post
Group Inc. (the "Company") held by Holdings and Optionee
desires to accept such stock option, on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, Holdings and Optionee agree as follows:
1. Optionee Covenants. Optionee covenants and
agrees with Holdings as follows:
(a) Unless Optionee becomes physically or
mentally disabled or dies, Optionee will serve (subject to
election by the Company's stockholders) as a director of the
Company for two consecutive one-year terms (subject to
reelection by the Company's stockholders) beginning on the
date of the consummation of the initial public offering of
common stock by the Company (the "Consummation Date")
pursuant to the Registration Statement on Form S-1
originally filed with the Securities and Exchange Commission
on October 21, 1993, and shall attend at least a majority of
the meetings held by the Board of Directors each such year
for which at least 20 days advance written notice is given.
(b) Optionee agrees that during the
Non-Competition Term (as hereinafter defined) he will not in
any manner, directly or indirectly, unless Permitted by the
Board of Directors of the Company, (i) be employed by,
engaged in or participate in the ownership, management,
operation or control of, or act in any advisory or other
capacity for, any Competing Entity which conducts its
business within the Territory (as the terms Competing Entity
and Territory are hereinafter defined); provided, however,
that notwithstanding the foregoing, Optionee may make solely
passive investments in any Competing Entity the common stock
of which is "publicly held" and of which Optionee shall not
in the aggregate own or control, directly or indirectly,
securities which constitute 3% or more of the aggregate
voting rights or equity ownership of such Competing Entity;
or (ii) solicit or divert any business or any customer from
the Company or assist any person, firm or corporation in
doing so or attempting to do so; or (iii) cause or seek to
cause any person, firm or corporation to refrain from
dealing or doing business with the Company or assist any
person, firm or corporation in doing so; or (iv) hire or
seek to hire any person who was an employee of the Company
on the date hereof or during such Non-Competition Term or
assist any person, firm or corporation in doing so or
attempting to do so.
<PAGE>
<PAGE>
For Purposes of this paragraph i(c), (i) the term
"Non-Competition Term" shall mean the period beginning on
the Consummation Date and ending on the second anniversary
of the Consummation Date; (ii) the term "Competing Entity"
shall mean any entity which presently or hereafter during
the Non-Competition Term engages in any business activity in
which the Company or its successor or assign is engaged
during the Non-Competition Term; and (iii) the term
"Territory" shall mean any greater metropolitan area in
which the Company is engaged in business during the
Non-Competition Period.
2. Grant of Option.
(a) Grant. Holdings hereby grants Optionee an
option (the "Option"), effective immediately prior to (but
conditioned upon the occurrence of) the Changeover Time (as
such term is defined in the Settlement Agreement, dated
February 15, 1994 between Apollo Partners Limited and MTE
Holdings, Inc.), to purchase from Holdings all or any part
of an aggregate of 149,512 shares of the common stock, par
value $.01 per share (the "Common Stock"), of the Company
upon the terms and conditions set forth in this Agreement.
(b) Adjustments in Option. In the event that the
outstanding shares of the Common Stock ("Shares") subject to
the Option are changed into or exchanged for a different
number or kind of shares or securities of the Company, or of
another corporation, by reason of reorganization, merger or
other subdivision, consolidation, recapitalization,
reclassification, stock split, issuance of warrants, stock
dividend or combination of shares or similar event, Holdings
shall make an appropriate and equitable adjustment in the
Option, whether in respect to the securities which are
subject thereto or any of the terms or exercise thereof, so
that Optionee's rights under this Option shall be maintained
as before the occurrence of such event to the maximum extent
possible.
(c) Option Terms. The Option granted under this
Agreement shall be subject to the following terms and
conditions:
(i) Price. The exercise price for the
Shares subject to the Option shall be equal to 18.75% of the
initial public offering price ($2.06) per Share.
(ii) Term. The Option shall expire on the
sixth anniversary of the date upon which the Changeover Time
occurs.
<PAGE>
<PAGE>
(iii) Vesting. Except as otherwise provided
in this Agreement, the Option shall become exercisable in
its entirety after January 1, 1995. In the event of a
Change in Control (as defined in Section 8.2 of the
Company's 1994 Long Term Incentive Plan) any portion of the
Option that has not yet become exercisable and vested shall
become fully vested and exercisable immediately.
(iv) Exercise. To the extent that the
Option has become exercisable in accordance with this
Agreement, it may be exercised in whole or in part at any
time prior to its expiration or termination, by providing
written notice to the Secretary of Holdings of the number of
Shares as to which the option is being exercised, and
enclosing payment for the Shares with respect to which the
Option is being exercised. Such payment shall be in cash.
Partial exercises shall be for whole Shares only and shall
not be for less than five thousand (5,000) Shares unless the
number of Shares purchased constitutes the total number of
Shares then remaining subject to the Option or Holdings
permits such smaller exercise in its sole discretion.
Notation of any partial exercise shall be made by Holdings
on Schedule I hereto.
(d) Status of Option Upon Termination Event.
Upon the occurrence of any Termination Event (as hereinafter
defined), any outstanding unexercised portion of the Option
shall immediately terminate. Termination Event shall mean
(i) any material breach or non-performance by Optionee of
any provision of this Agreement which is not remedied within
10 days after written notice from Holdings, or (ii) removal
of Optionee from the Board of Directors of the Company as a
result of a breach by Optionee of any fiduciary duty he has
with respect to the Company, the conviction of Optionee for
the commission of a felony or the commission by Optionee of
any act of fraud, misappropriation of funds or embezzlement
with respect to the Company.
(e) Nontransferability. The Option shall not be
transferable other than by will or the applicable laws of
descent and distribution, and no transfer so effected shall
be effective to bind Holdings unless Holdings has been
furnished with written notice thereof and such evidence as
Holdings may deem reasonably necessary to establish the
validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the
Option.
(f) Conditions to Issuance of Stock Certificates.
<PAGE>
<PAGE>
(i) The stock certificates evidencing the
Shares shall bear legends restricting transferability in
substantially the form indicated below:
"These Shares have not been registered under
the Securities Act of 1933, as amended (the
"Securities Act"), and may not be resold, pledged
or otherwise transferred unless they have been
registered under the Securities Act or unless an
exemption from registration is available.
The sale, pledge or other transfer of these
Shares are further subject to restrictions
specified in the Lockup Agreement dated as of
February 15, 1994 among Furman Selz Incorporated,
First Albany Corporation and Kenneth F. Gorman."
(ii) Holdings shall not be required to
deliver any certificate or certificates for Shares
deliverable upon any exercise of the Option prior to
fulfillment of all of the following conditions:
2.1 The completion of any registration
or other qualification of such
Shares under any state or federal
law or under rulings or regulations
of the Securities and Exchange
Commission or of any other
governmental regulatory body, or
the obtaining of approval or other
clearance from any state or federal
governmental agency which Holdings
shall, in its sole discretion, deem
necessary or advisable.
2.2 In the event that the Shares have
not been registered under the
Securities Act of 1933, as amended,
if Holdings shall, in its sole
discretion, deem it necessary or
advisable, the execution by
Optionee of a written
representation and agreement, in a
form satisfactory to Holdings, in
which Optionee represents that the
Shares acquired by him upon
exercise are being acquired for
investment and not with a view to
distribution thereof.
<PAGE>
<PAGE>
3. Miscellaneous.
3.1 Entire Agreement; Amendment.
This Agreement constitutes the entire agreement
between the parties with respect to the subject matter
hereof. Any term or provision of this Agreement may be
waived at any time by the party which is entitled to the
benefits thereof, and any term or provision of this
Agreement may be amended or supplemented at any time by the
mutual consent of the parties hereto, except that any waiver
of any term or condition, or any amendment, of this
Agreement must be in writing.
3.2 Governing Law.
The laws of the State of New York shall govern the
interpretation, validity and performance of the terms of
this Agreement regardless of the law that might be applied
under principles of conflict of laws.
3.3 Successors.
This Agreement shall be binding upon and inure to
the benefit of the successors, assigns and heirs of the
respective parties.
3.4 Notices.
All notices or other communications made or given
in connection with this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or
mailed by registered or certified mail, return receipt
requested, to those listed below at their following
respective addresses or at such other address as each may
specify by notice to the others:
To Optionee:
c/o Apollo Partners Limited
350 Park Avenue
New York, New York 10022
To Holdings:
c/o Blumenthal & Lynne
488 Madison Avenue
New York, New York 10022
Attention: Francis X. Rudegeair
3.5 Waiver.
The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion
shall not be considered a waiver thereof or deprive that
party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
<PAGE>
<PAGE>
3.6 Titles; Construction.
Titles are provided herein for convenience only
and are not to serve as a basis for interpretation or
construction of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above
written.
MTE HOLDINGS, INC.
By__________________________
Name:
Title:
OPTIONEE
___________________________
<PAGE>
<PAGE>
SCHEDULE I
Notations As to Partial Exercise
Date of Number of Balance of Authorized Notation
Exercise Purchased Shares on Signature Date
Shares Option
<PAGE>
<PAGE>
EXHIBIT 4
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of
February 15, 1993, among International Post Group Inc., a
Delaware corporation (the "Company"), MTE Holdings, Inc., a
New York corporation ("Holdings") and Video Services
Corporation, a New Jersey corporation ("VSC") Martin Irwin,
Jeffrey J. Kaplan, Adrien Macaluso, Terrence A. Elkes and
Kenneth F. Gorman.
1. Background. The Company is a party to an
Underwriting Agreement, dated as of _________ __, 1993
("Underwriting Agreement"), with Furman Selz Incorporated
and First Albany Corporation, as representatives of the
underwriters (the "Underwriters"), pursuant to which the
Company has agreed to sell and the Underwriters have agreed
to purchase an aggregate of __________ shares of the
Company's Common Stock, par value $0.01 ("Common Stock").
This Registration Rights Agreement shall become effective
upon the date of the sale of such shares to the Underwriters
pursuant to the Underwriting Agreement (the "Effective Date").
2. Registration under Securities Act, etc.
2.1 Registration on Request.
(a) Request. Upon the written request of the
Initiating Holder, requesting that the Company effect the
registration under the Securities Act of all or part of such
Initiating Holder's Registrable Securities and specifying
the intended method or methods of disposition thereof, the
Company will promptly, but in any event within 20 days, give
written notice of such requested registration to all holders
of Registrable Securities and thereupon will use its best
efforts to effect the registration under the Securities Act of:
(i) the Registrable Securities which the Company
has been so requested to register by such Initiating
Holder, for disposition in accordance with the intended
method or methods of disposition stated in such
request, and
(ii) all other Registrable Securities which the
Company has been requested to register by the holders
thereof by written request delivered to the Company
within 20 days after the giving of such written notice
by the Company (which request shall specify the
intended method or methods of disposition of such
Registrable Securities), all to the extent requisite to
permit the disposition (in accordance with the intended
methods thereof as aforesaid) of the Registrable
Securities so to be registered, provided that (A) the
Company shall not be required to effect any
registration pursuant to this section 2.1 prior to the
<PAGE>
<PAGE>
date which is one year after the Effective Date, (B) if
the Company shall have previously effected a
registration pursuant to this section 2.1 or shall have
previously effected a registration of which notice has
been given to all holders of outstanding Registrable
Securities pursuant to section 2.2, the Company shall
not be required to effect a registration pursuant to
this section 2.1 until a period of six months shall
have elapsed from the effective date of the most recent
such previous registration and (C) the Company shall
not be required to effect any registration pursuant to
this section 2.1 on more than three separate occasions.
(b) Registration Statement Form. Each
registration requested pursuant to this section 2.1 shall be
effected by the filing of a registration statement on Form
S-1 (or any other form which includes substantially the same
information as would be required to be included in a
registration statement on such form as presently
constituted), unless the use of a different form has been
agreed to in writing by holders holding at least a majority
(by number of shares) of the Decision-Making Securities as
to which registration has been requested pursuant to this
section 2.1.
(c) Expenses. The Company will pay all
Registration Expenses in connection with each registration
of Registrable Securities requested pursuant to this section
2.1.
(d) Effective Registration Statement. A
registration requested pursuant to this section 2.1 shall
not be deemed to have been effected (i) unless it has been
declared effective by the Commission, and remains in effect
for the period specified in Section 2.3(a)(ii) hereof,
provided that a registration which does not become effective
after the Company has filed a registration statement with
respect thereto solely by reason of the refusal to proceed
of the Initiating Holder shall be deemed to have been
effected by the Company at the request of the Initiating
Holder unless the Initiating Holder shall have elected to
pay all Registration Expenses in connection with such
registration, (ii) if after it has become effective, such
registration is interfered with by any stop order,
injunction or other order or requirement of the Commission
or other governmental agency or court for any reason other
than solely a misrepresentation or an omission by the
Initiating Holder, or (iii) the conditions to closing
specified in the purchase agreement or underwriting
agreement entered into in connection with such registration
are not satisfied, other than by reason of some act or
omission by the Initiating Holder.
<PAGE>
<PAGE>
(e) Registration Rights Exclusive. The Company
will not register securities for sale for the account of any
Person other than holders of Registrable Securities, and
will not register any securities other than Registrable
Securities, in any registration of Registrable Securities
requested by one or more holders pursuant to this section
2.1, unless permitted to do so by the written consent of
such holders representing at least a majority (by number of
shares) of the Decision-Making Securities as to which
registration has been requested by such holders. The
Company will not grant to any Person the right to request a
registration of securities not permitted by this subdivision
(e) or not permitted by subdivision 2.5(a).
2.2 Incidental Registration.
(a) Right to Include Registrable Securities. If
the Company at any time proposes to register any of its
securities under the Securities Act, whether or not for sale
of its own account, on a form and in a manner which would
permit registration of Registrable Securities for sale to
the public under the Securities Act, it will each such time
give prompt written notice to all holders of Registrable
Securities of its intention to do so, describing such
securities and specifying the form and manner and the other
relevant facts involved in such proposed registration, and
upon the written request of any such holder delivered to the
Company within 30 days after the giving of any such notice
(which request shall specify the Registrable Securities
intended to be disposed of by such holder and the intended
method or methods of disposition thereof), the Company will
use its best efforts to effect the registration under the
Securities Act of all Registrable Securities which the
Company has been so requested to register by the holders of
Registrable Securities, to the extent requisite to permit
the disposition (in accordance with the intended methods
thereof as aforesaid) of the Registrable Securities so to be
registered, provided that:
(i) if, at any time after giving such written
notice of its intention to register any of its
securities and prior to the effective date of the
registration statement filed in connection with such
registration, the Company shall determine for any
reason not to register such securities, the Company
may, at its election, give written notice of such
determination to each holder of Registrable Securities
and thereupon shall be relieved of its obligation to
register any Registrable Securities in connection with
such registration (but not from its obligation to pay
the Registration Expenses in connection therewith as
provided in subdivision (b) of this section 2.2),
without prejudice, however, to the rights of the
Initiating Holder to request that such registration be
effected as a registration under section 2.1;
<PAGE>
<PAGE>
(ii) if (A) the registration so proposed by the
Company involves an underwritten offering of the
securities so being registered, for sale for the
account of either (i) the Company or (ii) any Person
other than Holdings, VSC, Martin Irwin, Jeffrey J.
Kaplan, Adrien Macaluso, Terrence A. Elkes or Kenneth
F. Gorman (the "Insider Group"), to be distributed (on
a firm commitment basis) by or through one or more
underwriters of recognized standing under underwriting
terms appropriate for such a transaction, (B) the
Registrable Securities so requested to be registered
for sale for the account of holders of Registrable
Securities are not also to be included in such
underwritten offering (either because the Company has
not been requested so to include such Registrable
Securities pursuant to subdivision 2.5(c) or, if
requested to do so, has been unable so to include such
Registrable Securities after using its best efforts to
do so as provided in subdivision 2.5(c)) and (C) the
managing underwriter of such underwritten offering
shall advise the Company in writing that, in its
opinion, the distribution of all or a specified portion
of such Registrable Securities concurrently with the
securities being distributed by such underwriters for
the account of the Company and/or a Person other than a
member of the Insider Group will materially and
adversely affect the distribution of such securities by
such underwriters (such opinion to state the reasons
therefor), then the Company will promptly furnish each
such holder of Registrable Securities with a copy of
such opinion and may require, by written notice to each
such holder accompanying such opinion, that the
distribution of all or a specified portion of such
Registrable Securities be deferred (in case of a
deferral as to a portion of such Registrable
Securities, such portion to be allocated among such
holders in proportion to the respective numbers of
shares of Registrable Securities so requested to be
registered by such holders) until the completion of the
distribution of such securities by such underwriters,
but in no event for a period of more than 90 days after
the effective date of such registration;
(iii) if (A) the registration so proposed by the
Company involves an underwritten offering of the
securities so being registered, all or a portion of
which are for sale for the account of a member of the
Insider Group, to be distributed (on a firm commitment
basis) by or through one or more underwriters of
recognized standing under underwriting terms
appropriate for such a transaction, (B) the Registrable
Securities so requested to be registered for sale for
the account of holders of Registrable Securities are
not also to be included in such underwritten offering
(either because the Company has not been requested so
to include such Registrable Securities pursuant to
subdivision 2.5(c) or, if requested to do so, has been
<PAGE>
<PAGE>
unable so to include such Registrable Securities after
using its best efforts to do so as provided in
subdivision 2.5(c)) and (C) the managing underwriter of
such underwritten offering shall advise the Company in
writing that in its opinion, the distribution of all or
a specified portion of such Registrable Securities
together with the securities being distributed by such
underwriters for the account of the Company and/or a
member of the Insider Group will materially and
adversely affect the distribution of such securities by
such underwriters (such opinion to state the reasons
therefor), then the Company will promptly furnish each
such holder of Registrable Securities (including the
member of the Insider Group to whom the proposed
registration relates) with a copy of such opinion and
may require, by written notice to each such holder
accompanying such opinion, that the distribution of all
or a specified portion of such Registrable Securities
be deferred (in case of a deferral as to a portion of
such Registrable Securities, such portion to be
allocated among such holders in proportion to the
respective numbers of shares of Registrable Securities
so requested to be registered by such holders) until
the completion of the distribution of such securities
by such underwriters, but in no event for a period of
more than 90 days after the effective date of such
registration;
(iv) in the event of a deferral as described in
(ii) or (iii) above, any holder of Registrable
Securities may assign its right to register the
designated portion of its Registrable Securities to be
incidentally included in any such registration to any
other holder of Registrable Securities; and
(v) the Company shall not be obligated to effect
any registration of Registrable Securities under this
section 2.2 incidental to the registration by the
Company of any of its securities in connection with
mergers, acquisitions, exchange offers, dividend
reinvestment plans or stock option or other employee
benefit plans.
No registration of Registrable Securities effected under
this section 2.2 shall relieve the Company of its obligation
to effect registrations of Registrable Securities upon the
request of the Initiating Holder pursuant to section 2.1.
(b) Expenses. The Company will pay all
Registration Expenses in connection with each registration
of Registrable Securities requested pursuant to this section
2.2.
<PAGE>
<PAGE>
2.3 Shelf Registration.
(a) As soon as practicable after the second
anniversary of the Effective Date of this Agreement, the
Company shall file (if eligible to do so), and use all
reasonable efforts to cause to be declared effective, a
"shelf" registration statement on Form S-3 pursuant to
Rule 415 (or similar rule that may be adopted by the SEC)
under the Securities Act for all of the Registrable
Securities underlying the options acquired by (v) Adrien
Macaluso on the Effective Date pursuant to grants under the
Company's Long Term Incentive Plan, (w) Martin Irwin on the
Effective Date pursuant to grants under (i) the Company's
Long Term Incentive Plan and (ii) the Stock Option Agreement
among VSC, Holdings and Mr. Irwin, (x) Jeffrey J. Kaplan on
the Effective Date pursuant to grants under (i) the
Company's Long Term Incentive Plan and (ii) the Stock Option
Agreement between the Company and Mr. Kaplan, (y) Terrence
A. Elkes on the Effective Date pursuant to grants under
(i) the Services and Option Agreement between Holdings and
Mr. Elkes, (ii) the Stock Option Agreement between the
Company and Mr. Elkes and (iii) the Stock Option Agreement
between VSC And Mr. Elkes, and (z) Kenneth F. Gorman on the
Effective Date pursuant to grants under (i) the Services and
Option Agreement between the Company and Mr. Gorman, and
(iii) the Stock Option Agreement between VSC and Mr. Gorman
(the Registrable Securities referred to in clauses
(v), (w), (x), (y), and (z) being referred to collectively
as the "Shelf Securities") (the "Shelf Registration"). The
Company agrees to use its best efforts to keep the Shelf
Registration continuously effective until all of the Shelf
Securities covered by the Shelf Registration are sold
thereunder; provided, however, that the Company may
terminate the Shelf Registration at any time for any reason,
provided that the Company shall file (if eligible to do so),
and use all reasonable efforts to cause to be declared
effective a new Shelf Registration with respect to any
remaining Shelf Securities which have not theretofore been
sold under a prior Shelf Registration no later than four
months after any such termination. The Company further
agrees to supplement or make amendments to the Shelf
Registration(s), if required by the rules, regulations or
instructions applicable to registration statements on Form
S-3 or by the Securities Act.
(b) Expenses. The Company will pay all
Registration Expenses in connection with the Shelf
Registration(s) effected pursuant to this section 2.3.
<PAGE>
<PAGE>
(c) Registration Rights Not Exclusive. The
Company may register securities in the Shelf Registration(s)
for sale for the account of Persons other than holders of
Shelf Securities.
2.4 Registration Procedures. If and whenever the
Company is required to use its best efforts to effect the
registration of any Registrable Securities under the
Securities Act as provided in sections 2.1, 2.2, and 2.3,
the Company will as expeditiously as possible:
(a) (i) prepare and (in any event within 60 days
after the end of the period within which requests for
registration may be delivered to the Company) file with the
Commission a registration statement with respect to such
Registrable Securities and use its best efforts to cause
such registration statement to become effective;
(ii) prepare and file with the Commission such
amendments and supplements to such registration statement
and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities and
other securities covered by such registration statement
until the earlier of such time as all of such Registrable
Securities and securities have been disposed of in
accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such registration
statement or the expiration of six months after such
registration statement becomes effective; and
in each case will furnish to each such seller and each
Requesting Holder at least five business days prior to the
filing thereof a copy of such registration statement and any
amendment or supplement to such registration statement or
prospectus and shall not file such registration statement or
such amendment or supplement to which the holders of a
majority of the Shares held by all such sellers or any
Requesting Holder shall have reasonably objected on the
grounds that such registration statement or such amendment
or supplement does not comply in all material respects with
the requirements of the Securities Act or of the rules or
regulations thereunder;
(b) furnish to each seller of such Registrable
Securities and each Requesting Holder such number of
conformed copies of such registration statement and of each
such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the
prospectus included in such registration statement
(including each preliminary prospectus and any summary
prospectus), in conformity with the requirements of the
Securities Act, such documents, if any, incorporated by
reference in such registration statement or prospectus, and
such other document, as such seller or Requesting Holder may
reasonably request;
<PAGE>
<PAGE>
(c) use its best efforts to register or qualify
all Registrable Securities and other securities covered by
such registration statement under such other securities or
blue sky laws of such jurisdictions as each seller shall
reasonably request, to keep such registration or
qualification in effect for so long as such registration
statement remains in effect, and do any and all other acts
and things which may be necessary or advisable to enable
such seller to consummate the disposition in such
jurisdictions of its Registrable Securities covered by such
registration statement, except that the Company shall not
for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction
wherein it would not but for the requirements of this
subdivision (c) be obligated to be so qualified, or to
subject itself to taxation in any such jurisdiction, or to
consent to general service of process in any such jurisdiction;
(d) furnish to each seller of Registrable
Securities and each Requesting Holder a signed counterparty,
addressed to such seller and such holder, of (i) an opinion
of counsel for the Company, dated the effective date of such
registration statement (and, if such registration includes
an underwritten public offering, dated the date of the
closing under the underwriting agreement), and (ii) a
"comfort" letter, dated the effective date of such
registration statement (and, if such registration includes
an underwritten public offering, dated the date of the
closing under the underwriting agreement), signed by the
independent public accountants who have certified the
Company's financial statements included in such registration
statement, covering substantially the same matters with
respect to such registration statement (and the prospectus
included therein) and, in the case of such accountants'
letter, with respect to events subsequent to the date of
such financial statements, as are customarily covered in
opinions of issuer's counsel and in accountants' letters
delivered to underwriters in underwritten public offerings
of securities and, in the case of the accountants' letter,
such other financial matter, as such seller or such holder
may reasonably request;
(e) immediately notify each seller of Registrable
Securities covered by such registration statement and each
Requesting Holder, at any time when a prospectus relating
thereto is required to be delivered under the Securities
Act, upon discovery that, or upon the happening of any event
as a result of which, the prospectus included in such
registration statement, as then in effect, includes an
untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of
the circumstances then existing, or the entry of any stop
order in respect thereof, and at the request of any such
seller or holder, prepare and furnish to such seller and
holder a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that,
<PAGE>
<PAGE>
as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of
the circumstances then existing, or, in the case of any stop
order, take such action as is necessary to have such stop
order withdrawn;
(f) otherwise use its best efforts to comply with
all applicable rules and regulations of the Commission, and
make available to its securities holders, as soon as
reasonably practicable, an earnings statement covering the
period of at least twelve months, but not more than eighteen
months, beginning with the first month of the first fiscal
quarter after the effective date of such registration
statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule
158 thereunder;
(g) provide and cause to be maintained a transfer
agent and registrar for all Registrable Securities covered
by such registration statement from and after a date not
later than the effective date of such registration
statement; and
(h) use its best efforts to list all Common Stock
covered by such registration statement on each securities
exchange on which any of the Common Stock is then listed or,
if the Company's Common Stock is not then listed on any
national securities exchange, use its best efforts to have
such Common Stock covered by such registration statement
quoted on NASDAQ or, at the option of the Company, listed on
a national securities exchange.
The Company may require each seller of Registrable
Securities as to which any registration is being effected to
furnish the Company such information regarding such seller
and the distribution of such securities as the Company may
from time to time reasonably request in writing and as shall
be required by law or by the Commission in connection
therewith.
2.5 Underwritten Offerings.
(a) Underwritten Offerings Exclusive. Whenever a
registration requested by one or more holders pursuant to
section 2.1 is for an underwritten offering, only shares of
Registrable Securities which are to be distributed by the
underwriters designated by such holders may be included in
such registration, unless such holders shall have permitted
other securities to be included in such registration and
such underwritten offering as provided in subdivision
2.1(e). If such holders shall determine that the number of
shares of Registrable Securities and any such other
securities to be sold in any such underwritten offering
should be limited due to market conditions or otherwise, the
<PAGE>
<PAGE>
Company will include in such registration to the extent of
the number which the Company is so advised can be sold in
such offering (i) first, Registrable Securities requested to
be included in such registration, pro rata among the holders
of such Registrable Securities on the basis of the number of
shares of such securities requested to be included by such
holders, and (ii) second, other securities of the Company
proposed to be included in such registration, in accordance
with the priorities, if any, then existing among the Company
and the holders of such securities.
(b) Underwriting Agreement. If requested by the
underwriters for any underwritten offering of Registrable
Securities on behalf of a holder or holders of Registrable
Securities pursuant to a registration requested under
section 2.1, the Company will enter into an underwriting
agreement with such underwriters for such offering, such
agreement to contain such representations and warranties by
the Company and such other terms and provisions as are
customarily contained in underwriting agreements with
respect to secondary distributions, including, without
limitation, indemnities to the effect and to the extent
provided in section 2.8. The holders of Registrable
Securities on whose behalf Registrable Securities are to be
distributed by such underwriters shall be parties to any
such underwriting agreement and the representations and
warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters, shall
also be made to and for the benefit of such holders of
Registrable Securities. Such holders of Registrable
Securities shall not be required by the Company to make any
representations or warranties to or agreements with the
Company or the underwriters other than reasonable
representations, warranties or agreements regarding such
holder, such holder's Registrable Securities and such
holder's intended method or methods of disposition and any
other representation required by law.
(c) Incidental Underwritten Offerings. If the
Company at any time proposes to register any of its
securities under the Securities Act as contemplated by
section 2.2 and such securities are to be distributed by or
through one or more underwriters, the Company will use its
best efforts, if requested by any holder of Registrable
Securities who requests registration of Registrable
Securities in connection therewith pursuant to section 2.2,
to arrange for such underwriters to include the Registrable
Securities to be offered and sold by such holder among the
securities to be distributed by or through such
underwriters, provided that, for purposes of this sentence,
best efforts shall not require the Company or any other
seller of the securities proposed to be distributed by or
through such underwriters to reduce the amount or sale price
of such securities proposed to be so distributed. The
holders of Registrable Securities to be distributed by such
underwriters shall be parties to the underwriting agreement
between the Company and such underwriters and the
<PAGE>
<PAGE>
representations and warranties by, and the other agreements
on the part of, the Company to and for the benefit of such
underwriters, shall also be made to and for the benefit of
such holders of Registrable Securities, and the Company will
cooperate with such holders of Registrable Securities to the
end that the conditions precedent to the obligations of such
holders of Registrable Securities under such underwriting
agreement shall not include conditions that are customary in
underwriting agreements with respect to combined primary and
secondary distributions and shall be otherwise satisfactory
to such holders. Such holders of Registrable Securities
shall not be required by the Company to make any
representations or warranties to or agreements with the
Company or the underwriters other than reasonable
representations, warranties or agreements regarding such
holder, such holder's Registrable Securities and such
holder's intended method or methods of distribution and any
other representation required by law.
(d) Selection of Underwriters. Whenever a
registration requested pursuant to section 2.1 or 2.3 is for
an underwritten offering, the holders of a majority of the
Decision-Making Securities, in the case of section 2.1, or
Shelf Securities, in the case of section 2.3, included in
such registration shall have the right to select the
managing underwriter to administer the offering subject to
the approval of the Company, such approval not to be
unreasonably withheld.
(e) Holdback Agreements.
(i) If any registration pursuant to section 2.1 or 2.2
shall be in connection with an underwritten public
offering, each holder of Registrable Securities (other
than Adrien Macaluso) agrees by acquisition of such
Registrable Securities, if so required by the managing
underwriter, not to effect any public sale or
distribution of Registrable Securities (other than as
part of such underwritten public offering) within seven
days prior to the effective date of such registration
statement or the earlier of 90 days after the effective
date of such registration statement and the date on
which all securities under such registration statement
are sold.
(ii) The Company agrees (A) not to effect any public sale or
distribution of any of its equity securities or
securities convertible into or exchangeable or
exercisable for any such securities during the seven
days prior to and the earlier of 90 days after any
underwritten registration pursuant to section 2.1 or
2.2 has become effective and the date on which all
securities under such registration statement are sold,
except as part of such underwritten registration and
except pursuant to registrations on Form S-8 or any
successor thereto, and (B) to use its best efforts to
cause each holder of its equity securities or any
securities convertible into or exchangeable or
<PAGE>
<PAGE>
exercisable for any of such securities, in each case
purchased from the Company at any time after the date
of this Agreement (other than in a public offering) to
agree not to effect any such public sale or
distribution of such securities during such period.
2.6 Preparation; Reasonable Investigation. In
connection with the preparation and filing of each
registration statement registering Registrable Securities
under the Securities Act, the Company will give the holders
of Registrable Securities on whose behalf such Registrable
Securities are to be so registered and their underwriters,
if any, each Requesting Holder, and their respective counsel
and accountants, the opportunity to participate in the
preparation of such registration statement, each prospectus
included therein or filed with the Commission, and each
amendment thereof or supplement thereto, and will give each
of them such access to its books and records and such
opportunities to discuss the business of the Company with
its officers and the independent public accountants who have
certified its financial statements as shall be necessary, in
the opinion of such holders and such underwriters or their
respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.
2.7 Rights of Requesting Holder. The Company will
not file any registration statement under the Securities
Act, unless it shall first have given to each Person which
holds 5% or more of Common Stock at the time outstanding at
least 30 days' prior written notice thereof, and, if so
requested by any such Person within 30 days after such
notice, each such Person shall have the right, at any time
when in the sole and exclusive judgment of such Person, such
Person is or might be deemed to be a controlling person of
the Company within the meaning of the Securities Act (a
"Requesting Holder") (a) to participate in the preparation
and filing of each such registration statement to the extent
provided in section 2.6, (b) to receive the documents it is
entitled to receive and to make the requests it is entitled
to make under section 2.3 and (c) at the Company's expense,
to retain counsel to assist such Requesting Holder in such
participation, provided that if, at any time, such
Requesting Holder shall be entitled and shall elect to
retain counsel as aforesaid, the Company shall only be
required to pay expenses in respect of one counsel, such
counsel to be selected by the Requesting Holder or Holders
(other than the Company or any of its Subsidiaries or
affiliates) holding a majority or more of the Shares held at
such time by all Requesting Holders. If any such
registration statement refers to any Requesting Holder by
name or otherwise as the holder of any securities of the
Company, then such holder shall have the right (in addition
to any other rights it may have under this section 2.7) to
require (x) the insertion therein of language, in form and
substance satisfactory to such holder, to the effect that
<PAGE>
<PAGE>
the holding by such holder of such securities is not to be
construed as a recommendation by such holder of the
investment quality of the Company's debt or equity
securities covered thereby and that such holder does not
imply that such holder will assist in meeting any future
financial requirements of the Company, or (y) in the event
that such reference to such holder by name or otherwise is
not required by the Securities Act or any rules and
regulations promulgated thereunder, the deletion of the
reference to such holder.
2.8 Indemnification.
(a) Indemnification by the Company. In the event
of any registration of the Company under the Securities Act,
the Company will, and hereby does, indemnify and hold
harmless (i) in the case of any registration statement filed
pursuant to section 2.1, 2.2 or 2.3, the seller of any
Registrable Securities covered by such registration
statement, its directors, officers, employees and agents,
each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person,
if any, who controls such seller or any such underwriter
within the meaning of the Securities Act, and (ii) in the
case of any registration statement of the Company, any
Requesting Holder, its directors, officers, employees and
agents, and each other Person, if any, who controls such
Requesting Holder within the meaning of the Securities Act
(each such Person referred to in (i) or (ii), an
"Indemnified Party"), against any losses, claims, damages,
liabilities or expenses, joint or several, to which such
Indemnified Party may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings in
respect thereof) arise out of or are based upon (x) any
untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which
such securities were registered under the Securities Act,
any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement
thereto, or any document incorporated by reference therein,
(y) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading, or (z) any
violation by the Company of the Securities Act, and the
Company will reimburse such Indemnified Party for any legal
or any other expenses reasonably incurred by them in
connection with investigation or defending any such loss,
claim, liability, action or proceeding, provided that the
Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or expense (or
action or proceeding in respect thereof) arises out of or is
based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration
statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed
by such Indemnified Party specifically stating that it is
<PAGE>
<PAGE>
for use in the preparation thereof. Such indemnity shall
remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of any Registrable Securities
by such Indemnified Party.
(b) Contribution by the Company. If for any
reason the foregoing indemnity is unavailable, then the
Company shall contribute to the amount paid or payable by
the Indemnified Party as a result of such losses, claims,
damages, liabilities or expenses referred to in paragraph (a) above.
(i) in such proportion as is appropriate to
reflect the relative benefits received by the
Indemnifying Party on the one hand and the Indemnified
Party on the other from the offering of such securities or
(ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but
also the relative fault of the Indemnifying Party on
the one hand and the Company on the other in connection
with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any
other relevant equitable considerations.
No person guilty of fraudulent misrepresentations (within
the meaning of section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.
(c) Indemnification by the Sellers. The Company
may require, as a condition to including any Registrable
Securities in any registration statement filed pursuant to
section 2.4, that the Company shall have received an
undertaking satisfactory to it from the prospective seller
of such securities, to indemnify and hold harmless (in the
same manner and to the same extent as set forth in
subdivision (a) of this section 2.8) the Company, each
director of the Company, each officer of the Company who
shall sign such registration statement and each other
Person, if any, who controls the Company within the meaning
of the Securities Act, with respect to any statement in or
omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus included
therein, or any amendment or supplement thereof, if such
statement or omission was made in reliance upon and in
conformity with written information furnished to the Company
through an instrument duly executed by such seller
specifically stating that it is for use in the preparation
of such registration statement, preliminary prospectus,
final prospectus, summary prospectus, amendment or
supplement. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf
of the Company or any such director, officer or controlling
Person and shall survive the transfer of such securities by
such Seller.
<PAGE>
<PAGE>
(d) Notice of Claims, etc. Promptly after receipt
by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in the
preceding subdivisions of this section 2.8, such indemnified
party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the
latter of the commencement of such action, provided that the
failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its
obligations under the preceding subdivisions of this section
2.8. In case any such action is brought against an
indemnified party, unless in such indemnified party's
reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of
such claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the
extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party for any
legal or other expenses subsequently incurred by the latter
in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall,
without the consent of the indemnified party, consent to
entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a
release from all liability in respect to such claim or
litigation.
(e) Other Indemnification. Indemnification
similar to that specified in the preceding subdivisions of
this section 2.8 (with appropriate modifications) shall be
given by the Company and each seller of Registrable
Securities with respect to any required registration or
other qualification of such Registrable Securities under any
federal or state law or regulation of governmental authority
other than the Securities Act.
(f) Indemnification Payments. The indemnification
required by this section 2.8 shall be made by periodic
payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
2.9 Adjustments Affecting Registrable Securities.
The Company will not effect or permit to occur any
combination or subdivision of shares which would adversely
affect the ability of the holders of Registrable Securities
to include such Registrable Securities in any registration
of its securities contemplated by this section 2 or the
marketability of such Registrable Securities under any such
registration.
<PAGE>
<PAGE>
3. Definitions. For purposes of this Agreement,
the following terms shall have the following respective
meanings:
Commission: The U.S. Securities and Exchange
Commission and any successor federal agency having similar
powers.
Common Stock: As defined in section 1.
Company: As defined in the introductory paragraph
of this Agreement.
Decision-Making Securities: Any Holdings Shares
and any Shares held by VSC that in either case also
constitute Registrable Securities, unless at the time in
question no Shares fitting such description exist, in which
case "Decision-Making Securities" shall have the same
meaning as "Registrable Securities".
Effective Date: As defined in section 1.
Exchange Act: At any time, the Securities Exchange
Act of 1934, as then in effect or any similar federal
statute then in effect, and any reference to a particular
section of such Act shall include a reference to the
comparable section, if any, of any such similar federal
statute.
Holding Shares: All Shares at any time held by
Holdings or that were acquired by any other Person from
Holdings, provided that such other Person has acquired at
least 10,000 Shares from Holdings.
Indemnified Party: As defined in Section 2.8(a).
Initiating Holder: Holdings (as long as it holds
any Registrable Securities) or any other holder of
Registrable Securities that Holdings has designated as the
"Initiating Holder" by notice to the Company, provided that
such other holder has acquired at least 500,000 Shares from
Holdings, and provided further that there can never be more
than one Initiating Holder at any one time.
Person: An individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated
organization or a government or any department or agency
thereof.
Registrable Securities: The Holdings Shares; the
VSC Shares; and all Shares underlying the options acquired
by (v) Adrien Macaluso on the Effective Date pursuant to
grants under the Company's Long Term Incentive Plan, (w)
Martin Irwin on the Effective Date pursuant to grants under
(i) the Company's Long Term Incentive Plan and (ii) the
<PAGE>
<PAGE>
Stock Option Agreement among VSC, Holdings and Mr. Irwin,
(x) Jeffrey J. Kaplan on the Effective Date pursuant to
grants under (i) the Company's Long Term Incentive Plan and
(ii) the Stock Option Agreement between the Company and Mr.
Kaplan, (y) Terrence A. Elkes on the Effective Date pursuant
to grants under (i) the Services and Option Agreement
between Holdings and Mr. Elkes, (ii) the Stock Option
Agreement between the Company and Mr. Elkes and (iii) the
Stock Option Agreement between VSC and Mr. Elkes, and (z)
Kenneth F. Gorman on the Effective Date pursuant to grants
under (i) the Services and Option Agreement between Holdings
and Mr. Gorman, (ii) the Stock Option Agreement between the
Company and Mr. Gorman, and (iii) the Stock Option Agreement
between VSC and Mr. Gorman, or any Shares issued or issuable
with respect thereto by way of stock dividend or stock split
or in connection with a combination of shares,
recapitalization, merger, consolidation or otherwise. As to
any particular Registrable Securities, once issued such
Securities shall cease to be Registrable Securities when
(i) a registration statement with respect to the sale of
such securities shall have become effective under the
Securities Act and such securities shall have been disposed
of in accordance with such registration statement, (ii) they
shall have been distributed to the public pursuant to Rule
144 (or any successor provision) under the Securities Act,
(iii) they shall have been otherwise transferred, new
certificates for them not bearing a legend restricting
further transfer shall have been delivered by the Company
and subsequent disposition of them shall not require
registration or qualification of them under the Securities
Act or any similar state law then enforced, or (iv) they
shall have ceased to be outstanding.
Registration Expenses: All expenses incident to
the Company's performance of or compliance with section 2,
including, without limitation, all registration, filing and
NASD fees, all fees and expenses of complying with
securities or blue sky laws, all word processing,
duplicating and printing expenses, messenger and delivery
expenses, the fees and disbursements of counsel for the
Company and of its independent public accountants, including
the expenses of any special audits or "comfort" letters
required by or incident to such performance and compliance,
the reasonable fees, and disbursements of counsel (other
than counsel) retained by the holders of the Registrable
Securities being registered and any fees and disbursements
of underwriters customarily paid by issuers or sellers of
securities, but excluding underwriting discounts and
commissions.
Requesting Holder: As defined in section 2.7.
<PAGE>
<PAGE>
Securities Act: The Securities Act of 1933, or
any similar federal statute, as at the time in effect, and
any reference to a particular section of such Act shall
include a reference to the comparable section, if any, of
such similar federal statute.
Shares: shares of Common Stock.
Shelf Registration: As defined in section 2.3.
Shelf Securities: As defined in section 2.3.
VSC Shares: All Shares at any time held by VSC
and all Shares acquired from VSC by any of the following and
any of their subsidiaries and affiliates (but only for so
long as such Shares are held by any of the following):
Massachusetts Mutual Life Insurance Company, Safeco Life
Insurance Company, Ohio Casualty Insurance Company, West
American Insurance Company or Irwin Pannaman, members of his
family or corporations controlled by members of his family.
4. Rule 144. If the Company shall have filed a
registration statement pursuant to the requirements of
section 12 of the Exchange Act or a registration statement
pursuant to the requirements of the Securities Act, the
Company will file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules
and regulations adopted by the Commission thereunder (or, if
the Company is not required to file such reports, will, upon
the request of any holder of Registrable Securities, make
publicly available other information), and will take such
further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to
time to enable such holder to sell shares of Registrable
Securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule
144 under the Securities Act, as such Rule may be amended
from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission. Upon the request of
any holder of Registrable Securities, the Company will
deliver to such holder a written statement as to whether it
has complied with such requirements.
5. Amendments and Waivers. This Agreement may be
amended and the Company may take any action herein
prohibited, or omit to perform any act herein required to be
performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to
act, of the holder or holders of at least a majority or more
of the Decision-Making Securities; provided, that no rights
of any party or third-party beneficiary to this Agreement
shall be negatively impacted without such party's written
consent. Each holder of any Registrable Securities at the
time shall be bound by any consent authorized by this
section 5, whether or not such Registrable Securities shall
have been marked to indicate such consent.
<PAGE>
<PAGE>
6. Nominees for Beneficial Owners. In the event
that any Registrable Securities are held by a nominee for
the beneficial owner thereof, the beneficial owner thereof
may, at its election, be treated as the holder of such
Registrable Securities for purposes of any request or other
action by any holder or holders of Registrable Securities
pursuant to this Agreement or any determination of any
number or percentage of shares of Registrable Securities
held by any holder or holders of Registrable Securities
contemplated by this Agreement. If the beneficial owner of
any Registrable Securities so elects, the Company may
require assurances reasonably satisfactory to it of such
owner's beneficial ownership of such Registrable Securities.
7. Notices. Notices and other communications
under this Agreement shall be in writing and shall be
effective if hand delivered or sent by (a) certified or
registered United States mail, postage pre-paid,
(b) expedited prepaid delivery service, either commercial or
United States Postal Service, with proof of delivery, or
(c) telecopier (with answerback acknowledge), addressed if
to (i) the Company, at 545 Fifth Avenue, New York, New York
10017, Attention: Martin Irwin, Telephone Number: (212) 687-4000,
(ii) Holdings, c/o Blumenthal & Lynne, at 488 Madison
Avenue, New York, New York 10022, Attention: Francis X.
Rudegeair, Telephone Number: (212) 758-0190, (iii) VSC at
240 Pegasus Avenue, Northvale, New Jersey 07647, Attention:
Louis H. Siracusano, Telecopier Number: (201) 785-9779,
(iv) Terrence A. Elkes, c/o Apollo Partners, Ltd., at 350
Park Avenue, 10th floor, New York, New York 10022, Telephone
Number: (212) 750-4590, (v) Kenneth F. Gorman, c/o Apollo
Partners, Ltd., at 350 Park Avenue, 10th floor, New York,
New York 10022, Telephone Number: (212) 750-4590,
(vi) Martin Irwin, c/o the Company, (vii) Jeffrey J. Kaplan,
c/o the Company, (viii) Adrien Macaluso, c/o Audio Plus
Video International Inc., at 240 Pegasus Avenue, Northvale,
New Jersey 07647, (ix) Massachusetts Mutual Life Insurance
Company, at 1295 State Street, Springfield, Massachusetts
01111-0001, Attention: Wallace G. Rodger, Esq., Main No.:
(413) 788-8411, Telephone No.: (413) 744-6055, Telecopier
No.: (413) 744-6210, (x) Safeco Life Insurance Company,
Investment Department T-14, Safeco Plaza, Seattle,
Washington 98185, Attention: Mr. Ronald Spaulding, Telephone
No.: (206) 545-6341, Telecopier No.: (206) 545-3446,
(xi) Ohio Casualty Insurance Company, West American
Insurance Company, at 136 North Third Street, Hamilton, Ohio
45025, Attention: Mr. Richard B. Kelly, Telephone No.: (513)
867-6393, Telecopier No.: (513) 867-3228, and (xii) Irwin
Pannaman at Lower Brook End, Dropmore, Burnham, Bucks,
England SL1-8NF, Telephone No.: 44-628665457, or to such
other address and person as shall be designated from time to
time by any party hereto, as the case may be, in a written
notice to the other parties hereto in the manner provided in
this section 7.
<PAGE>
<PAGE>
8. Third Party Beneficiaries; VSC. The parties
hereto agree that Massachusetts Mutual Life Insurance
Company, Safeco Life Insurance Company, Ohio Casualty
Insurance Company, West American Insurance Company and their
subsidiaries and affiliates, and Irwin Pannaman, members of
his family or corporations controlled by members of his
family, are third party beneficiaries to this agreement and
are successors to the rights and interests of VSC herein to
the extent that they receive Registrable Securities from
VSC. The Company and VSC agree that they will not enter
into any agreement with respect to the registration under
the Securities Act or any other applicable securities act of
securities of the Company held by or on behalf of VSC
without previously offering to enter into similar
agreements, on the same terms (and if such offer is accepted
by any one or more of such offerees, contemporaneously
entering into such agreements with such accepting offerees)
with Massachusetts Mutual Life Insurance Company. Safeco
Life Insurance Company, Ohio Casualty Insurance Company and
West American Insurance Company and any subsidiaries or
affiliates thereof, and Irwin Pannaman, members of his
family or corporations controlled by members of his family,
which in any case own or hold the same class of securities
of the Company.
9. Buyback Agreements. (a) The Company agrees
that it will not buy or enter into any agreement to buy
Shares from any holder thereof, so long as there remain any
Registrable Securities that are either not registered as
provided in Section 2.1 or Section 2.2 hereof or are subject
to restrictions on resale under the Securities Act, unless
participation in any such sale or agreement is offered to
all holders of Registrable Securities, provided that the
number of Shares to be purchased from each such holder shall
be in proportion to the respective number of Shares held by
each such holder.
(b) The Company will not grant any member of the
Insider Group any registration rights other than those which
are provided for herein, unless agreed upon by all members
of the Insider Group.
10. Miscellaneous. This Agreement shall be
binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties
hereto, whether so expressed or not, and, in particular,
shall inure to the benefit of and be enforceable by any
holder or holders of Registrable Securities. This Agreement
embodies the entire agreement and understanding between the
Company and the other parties hereto and supersedes all
prior agreements and understandings relating to the subject
matter hereof. This Agreement shall be construed and
enforced in accordance with and governed by the law of the
State of New York. The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise
affect the meaning hereof. This Agreement may be executed
in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered by their respective
officers thereunto duly authorized as of the date first
above written.
INTERNATIONAL POST GROUP INC.
By___________________________
Name:
Title:
MTE HOLDINGS, INC.
By___________________________
Name:
Title:
VIDEO SERVICES CORPORATION
By___________________________
Name:
Title:
_____________________________
TERRENCE A. ELKES
_____________________________
KENNETH F. GORMAN
_____________________________
MARTIN IRWIN
_____________________________
JEFFREY J. KAPLAN
_____________________________
ADRIEN MACALUSO
