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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. )
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
LAYNE CHRISTENSEN COMPANY
(Name of issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of class of securities)
521050 10 4
(CUSIP number)
EDWARD A. GILHULY
KKR ASSOCIATES, L.P.
MARLEY G.P., INC.
C/O KOHLBERG KRAVIS ROBERTS & CO.
9 WEST 57TH STREET
NEW YORK, NEW YORK 10019
(212) 750-8300
(Name, address and telephone number of person
authorized to receive notices and communications)
COPY TO:
PETER F. KERMAN
Latham & Watkins
75 Willow Road
Menlo Park, California 94025
(415) 328-4600
August 13, 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
statement because of Rule 13d-1(b)(3) or (4), check the following box: / /
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following page)
(Page 1 of Pages)
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SCHEDULE 13D
CUSIP NO. 521050 10 4 PAGE 2 OF PAGES
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1 NAME OF REPORTING PERSON
KKR ASSOCIATES, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / /
(B) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
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7 SOLE VOTING POWER
2,067,000 SHARES OF COMMON STOCK
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
-0- SHARES OF COMMON STOCK
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
2,067,000 SHARES OF COMMON STOCK
WITH
10 SHARED DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,067,000 SHARES OF COMMON STOCK
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP NO. 521050 10 4 PAGE 3 OF PAGES
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1 NAME OF REPORTING PERSON
MARLEY G.P., INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / /
(B) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
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7 SOLE VOTING POWER
53,436 SHARES OF COMMON STOCK
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
-0- SHARES OF COMMON STOCK
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
53,436 SHARES OF COMMON STOCK
WITH
10 SHARED DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
</TABLE>
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,436 SHARES OF COMMON STOCK
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D ("Schedule 13D") relates to the Common Stock, $0.01 par
value per share (the "Common Stock"), of Layne Christensen Company, a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed jointly by (i) KKR Associates, L.P., a New
York limited partnership ("KKR Associates"), and (ii) Marley G.P., Inc., a
Delaware corporation ("Marley"). KKR Associates and Marley are collectively
referred to herein as the "Reporting Persons." The agreement between the
Reporting Persons relating to the joint filing of this Schedule 13D is attached
as Exhibit 1 hereto.
Messrs. Henry R. Kravis, George R. Roberts, Robert I. MacDonnell, Paul E.
Raether, Michael W. Michelson, James H. Greene, Jr., Michael T. Tokarz, Edward
A. Gilhuly, Perry Golkin, Clifton S. Robbins and Scott M. Stuart are the general
partners of KKR Associates. The principal occupation or employment of each of
Messrs. Kravis and Roberts is as a managing member of KKR & Co. L.L.C. ("KKR &
Co."), which is the general partner of Kohlberg Kravis Roberts & Co., L.P.
("KKR"), a private investment firm. The addresses of KKR & Co. and KKR are 9
West 57th Street, New York, New York 10019 and 2800 Sand Hill Road, Suite 200,
Menlo Park, California 94025. The principal occupation or employment of each of
Messrs. MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin, Robbins, Stuart
and Gilhuly is as a member of KKR & Co.
The directors of Marley are as follows: George R. Roberts and Edward A.
Gilhuly. The executive officers of Marley are as follows: the President is
Salvatore J. Badalamenti, whose principal occupation or employment is as the
Chief Financial Officer of KKR; the Treasurer is Edward A. Gilhuly, whose
principal occupation or employment is as a member of KKR & Co.; and the Vice
President is George R. Roberts, whose principal occupation or employment is as a
managing member of KKR & Co. The stockholders of Marley are (i) certain past and
present general and limited partners of KKR Associates, (ii) certain past and
present employees of KKR and (iii) partnerships and trusts for the benefit of
the families of such partners and employees.
Marley Holdings, L.P. ("Holdings") is a Delaware limited partnership, the
sole general partner of which is Marley and the limited partners of which
include, among others, (i) Marley Associates, a New York limited partnership;
(ii) Marley Partners, L.P., a Delaware limited partnership; (iii) KKR Partners,
a New York limited partnership (the entities named in (i)--(iii) are
collectively referred to herein as the "Partnerships"); and (iv) KKR Associates.
The sole general partner of each of the Partnerships is KKR Associates.
The address of the principal business and principal office of each of the
Reporting Persons, Holdings and each of the Partnerships is 9 West 57th Street,
Suite 4200, New York, New York 10019 and 2800 Sand Hill Road, Suite 200, Menlo
Park, California 94025. The business address of Messrs. Kravis, Raether, Tokarz,
Golkin, Robbins, Stuart and Badalamenti is 9 West 57th Street, Suite 4200, New
York, New York, 10019; the business address of Messrs. Roberts, MacDonnell,
Michelson, Greene and Gilhuly is 2800 Sand Hill Road, Suite 200, Menlo Park,
California 94025.
The principal business of KKR Associates is investing, directly or
indirectly through partnerships or other entities, in the Company and other
issuers. The principal business of Marley is investing, directly or indirectly,
in securities of the Company and, potentially, other issuers. Immediately prior
to the Distribution (as defined in Item 3 below), the principal business of
Holdings and each of the Partnerships was investing, directly or indirectly, in
securities of the Company.
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Neither of the Reporting Persons, nor, to the best of their knowledge, any
of the other persons named in this Item 2 has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither of the Reporting Persons, nor, to the best of their knowledge, any
of the other persons named in this Item 2 has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Each of Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene,
Tokarz, Gilhuly, Golkin, Robbins, Stuart and Badalamenti is a United States
citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In August 1992, Holdings acquired 4,649,658 shares of Common Stock in a
spin-off transaction (the "Spin-Off") by The Marley Company (the former parent
of the Company), effected immediately prior to the Company's initial public
offering of Common Stock. In November 1996, Holdings distributed to two
withdrawing limited partners, on a pro rata basis, an aggregate of 41,672 shares
of Common Stock.
On August 13, 1997 Marley Holdings, L.P. held 4,607,986 shares of Common
Stock and distributed all of such shares on a pro rata basis to its partners
(the "Distribution"). Pursuant to the Distribution, KKR Associates and Marley
acquired 2,067,000 shares and 53,436 shares, respectively, of Common Stock. Also
pursuant to the Distribution, Marley Associates, Marley Partners, L.P. and KKR
Partners acquired 1,265,596 shares, 378,989 shares and 219,351 shares,
respectively, of Common Stock, all of which were sold in the Offering (as
defined in Item 5 below).
ITEM 4. PURPOSE OF TRANSACTION
Holdings acquired its shares of Common Stock in the Spin-Off for investment
purposes.
Each of the Partnerships acquired its shares of Common Stock pursuant to the
Distribution for purposes of selling such shares in the Offering (as defined in
Item 5 below).
The Reporting Persons acquired the shares of Common Stock reported hereby
pursuant to the Distribution for investment purposes. The Reporting Persons
intend to review continuously their equity position in the Company and,
depending upon price and availability, subsequent developments affecting the
Company, the Company's business and prospects, other investment and business
opportunities available to the Reporting Persons, general stock market and
economic conditions, tax considerations and other factors deemed relevant, the
Reporting Persons may decide to increase, decrease or maintain the size of their
investments in the Company.
Except as described herein and in Item 6 below, neither of the Reporting
Persons, nor to the best of their knowledge, any of the other persons named in
Item 2, has any plan or proposal which relates to, or could result in, any of
the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. However, the Reporting Persons will continue to review the
business of the Company and, depending upon one or more of the factors referred
to above, may in the future determine to take one or more of such actions.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
On August 13, 1997, pursuant to the Distribution, Holdings distributed all
of its shares of Common Stock on a pro rata basis to its partners. Prior to the
Distribution, Holdings, acting through its sole general
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partner Marley, had the sole power to vote or direct the vote, and to dispose or
to direct the disposition of, the shares of Common Stock held by Holdings.
On August 13, 1997, pursuant to the Distribution, Marley Associates, Marley
Partners, L.P. and KKR Partners acquired 1,265,596 shares, 378,989 shares and
219,351 shares, respectively, of Common Stock, all of which were sold in the
Offering (as defined below). Subsequent to the Distribution and prior to the
Offering, each of the Partnerships, acting through its sole general partner KKR
Associates, had the sole power to vote or direct the vote, and to dispose or to
direct the disposition of, the shares of Common Stock held by such Partnership.
KKR Associates and Marley own 2,067,000 and 53,436 shares of Common Stock,
respectively, all of which were acquired by such Reporting Persons pursuant to
the Distribution. Such share amounts represent 17.7% and .5%, respectively, of
the 11,700,522 shares of Common Stock reported by the Company to be outstanding
as of August 14, 1997 (as set forth in the Company's Prospectus dated August 14,
1997 (the "Prospectus") filed with the Securities and Exchange Commission on
August 14, 1997 pursuant to Rule 424(b) of the Securities Act of 1933, and
giving effect to the exercise of the Company's over-allotment option granted to
the underwriters in connection with the offering of Common Stock by the Company
and certain selling stockholders made by such Prospectus (the "Offering")).
KKR Associates, acting through its general partners, has the sole power to
vote or direct the vote, and to dispose or to direct the disposition of the
2,067,000 shares reported hereby. Each of Messrs. Kravis and Roberts, as general
partners and members of the Executive Committee of KKR Associates, and each of
Messrs. MacDonnell, Raether, Michelson, Greene, Tokarz, Gilhuly, Golkin, Robbins
and Stuart, as general partners of KKR Associates, may be deemed to beneficially
own such 2,067,000 shares of Common Stock. Neither the filing of this Schedule
13D nor any of its contents shall be deemed to constitute an admission that any
person named in Item 2 above is the beneficial owner of such 2,067,000 shares
for purposes of Section 13(d) of the Exchange Act or for any other purpose, and
such beneficial ownership is expressly disclaimed.
Marley has the sole power to vote or direct the vote, and to dispose or to
direct the disposition of the 53,436 shares reported hereby. George R. Roberts
and Edward A. Gilhuly are each a director, executive officer and stockholder of
Marley. Messrs. Roberts and Gilhuly are also general partners of KKR Associates.
KKR Associates does not have the power to vote or dispose of the shares of
Common Stock owned by Marley. Neither the filing of this Schedule 13D nor any of
its contents shall be deemed to constitute an admission that any person named in
Item 2 above is the beneficial owner of such 53,436 shares for purposes of
Section 13(d) of the Exchange Act or for any other purpose, and such beneficial
ownership is expressly disclaimed.
The Reporting Persons may be deemed to be a group in relation to their
respective investments in the Company. The Reporting Persons do not affirm the
existence of a group.
Except as described in this Item 5, there have not been any transactions in
the shares of Common Stock effected by or for the account of the Reporting
Persons during the 60 days prior to the date of this Amendment No. 2.
Except as stated in this Item 5, to the best knowledge of the Reporting
Persons, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the shares of Common
Stock owned by KKR Associates and Marley, respectively.
Prior to the Distribution, Holdings and Marley (as the general partner of
Holdings) filed reports with respect to their ownership of Common Stock on a
Schedule 13G. As a result of the Distribution, Holdings no longer owns any
shares of Common Stock and thus is not required to report pursuant to Section 13
of the Exchange Act, and Marley will report its holdings on this Schedule 13D.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.
Prior to the Distribution, Holdings was party to a Stockholders Agreement
dated as of December 28, 1995 (the "Stockholders Agreement") with the Company
and certain stockholders (the "Other Stockholders") of the Company who received
shares of Common Stock in a merger transaction between the Company and
Christensen Boyles Corporation (the "Merger"). Pursuant to the Stockholders
Agreement, the Other Stockholders agreed to vote their shares of Common Stock
received in the Merger through December 2001 for a board of directors of the
Company consisting of five directors and the election as directors of four
individuals designated by Holdings; and for such period as certain of the Other
Stockholders (the "Core Other Stockholders") owned at least 10% of the issued
and outstanding Common Stock, Holdings agreed to vote for the board designee of
the Core Other Stockholders. In addition, in the Stockholders Agreement Holdings
received from the Other Stockholders certain rights of first refusal with
respect to their sale of shares of Common Stock. According to the Prospectus, of
the approximately 1,500,000 shares of Common Stock held by the Other
Stockholders as of June 1, 1997, approximately 725,000 were sold in the
Offering. Furthermore, following the Offering, as reported in the Prospectus,
the Core Other Stockholders own less than 10% of the Company's issued and
outstanding Common Stock. As of August 13, 1997, and in accordance with the
Stockholders Agreement, Holdings assigned its rights under the Stockholders
Agreement to Marley.
Prior to the Distribution, Holdings was also a party to a Registration
Rights Agreement dated as of November 30, 1995 (the "Registration Rights
Agreement") with the Company whereby the Company granted Holdings certain demand
and piggyback registration rights with respect to the shares of Common Stock
held by Holdings. As of August 13, 1997, the Registration Rights Agreement was
amended by the Company and Holdings to clarify the implementation of certain
provisions thereof subsequent to the Distribution and the closing of the
Offering. As a result, the Reporting Persons have the same registration rights
under the Registration Rights Agreement that Holdings had thereunder prior to
the Distribution.
In connection with the Offering, KKR Associates, Marley and Mr. Gilhuly
entered into a lock-up agreement with the underwriters for the Offering pursuant
to which each agreed not to sell, transfer or otherwise dispose of any shares of
Common Stock for a period of 90 days after August 14, 1997.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
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1. Joint Filing Agreement dated as of August 25, 1997.
2. Stockholders Agreement dated as of December 28, 1995 among the Company, Marley Holdings,
L.P., Greylock Investments Limited Partnership and the Other Stockholders Signatory
Thereto (filed with the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996 (File No. 0-20578), as Exhibit 10(18) and incorporated herein by
reference).
3. Assignment of Stockholders Agreement dated as of August 13, 1997.
4. Registration Rights Agreement dated as of November 30, 1995 between the Company and
Marley Holdings, L.P. (filed with the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1996 (File No. 0-20578), as Exhibit 10(17) and
incorporated herein by reference).
5. Amendment to Registration Rights Agreement dated as of August 13, 1997.
6. Form of Lock-Up Agreement.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
KKR ASSOCIATES, L.P.
By: /s/ MICHAEL W. MICHELSON
------------------------------------------
Name: Michael W. Michelson
Title: General Partner
MARLEY G.P., INC.
By: /s/ SALVATORE J. BADALAMENTI
------------------------------------------
Name: Salvatore J. Badalamenti
Title: President
Dated: August 25, 1997
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EXHIBIT LIST
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1. Joint Filing Agreement dated as of August 25, 1997.
2. Stockholders Agreement dated as of December 28, 1995 among the Company, Marley Holdings,
L.P., Greylock Investments Limited Partnership and the Other Stockholders Signatory
Thereto (filed with the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996 (File No. 0-20578), as Exhibit 10(18) and incorporated herein by
reference).
3. Assignment of Stockholders Agreement dated as of August 13, 1997.
4. Registration Rights Agreement dated as of November 30, 1995 between the Company and
Marley Holdings, L.P. (filed with the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1996 (File No. 0-20578), as Exhibit 10(17) and
incorporated herein by reference).
5. Amendment to Registration Rights Agreement dated as of August 13, 1997.
6. Form of Lock-Up Agreement.
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EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(F)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that it knows or has reason to
believe that such information is inaccurate.
Dated: August 25, 1997
KKR ASSOCIATES, L.P.
By: /s/ MICHAEL W. MICHELSON
------------------------------------------
Name: Michael W. Michelson
Title: General Partner
MARLEY G.P., INC.
By: /s/ SALVATORE J. BADALAMENTI
------------------------------------------
Name: Salvatore J. Badalamenti
Title: President
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EXHIBIT 3
ASSIGNMENT OF STOCKHOLDERS AGREEMENT
This Assignment of Stockholders Agreement dated as of August 13 1997 (this
"Assignment") is entered into between Marley Holdings, L.P., a Delaware limited
partnership ("Marley") and Marley G.P., Inc. and relates to that certain
Stockholders Agreement dated as of December 28, 1995 (the "Agreement") among
Layne Christensen Company (formerly known as Layne, Inc.), a Delaware
corporation (the "Issuer"), Marley, Greylock Investments Limited Partnership, a
Massachusetts limited partnership and the other stockholder signatories listed
on the signature pages thereof. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Agreement.
RECITALS
WHEREAS, Marley intends to distribute to its general partner and limited
partners the shares of Common Stock held by Marley as of the date hereof (the
"Distribution") in connection with an offering of Common Stock by the Company
and certain selling stockholders pursuant to a Registration Statement on Form
S-2 (File No. 333-29581) (the "Offering");
WHEREAS, Section 6.3 of the Agreement provides that the Agreement is
assignable by Marley at its option to any Marley Affiliate; and
WHEREAS, Marley desires to assign the Agreement to its general partner
Marley, G.P., Inc.;
NOW, THEREFORE, the parties agree as follows:
1. ASSIGNMENT. Marley hereby assigns to Marley G.P., Inc. all of Marley's
obligations and benefits under the Agreement and Marley G.P., Inc. accepts such
assignment.
2. EFFECTIVE DATE. This Assignment shall take effect immediately upon the
effectiveness of the Distribution.
IN WITNESS WHEREOF, the parties have executed this Assignment through their
duly authorized representatives as set forth below:
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MARLEY G.P., INC.
MARLEY HOLDINGS, L.P.
By: Marley G.P., Inc.
Its General Partner
Signature: /s/ SALVATORE BADALAMENTI
Signature: /s/ SALVATORE BADALAMENTI
- -------------------------------------------- --------------------------------------------
Printed Name: Salvatore Badalamenti Printed Name: Salvatore Badalamenti
Title: PRESIDENT Title: PRESIDENT
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EXHIBIT 5
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment to Registration Rights Agreement dated as of August 13, 1997
(this "Amendment") amends that certain Registration Rights Agreement dated as of
November 30, 1995 (the "Agreement") and is entered into between Layne
Christensen Company (formerly known as Layne, Inc.), a Delaware corporation (the
"Issuer"), and Marley Holdings, L.P., a Delaware limited partnership ("Marley").
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Agreement, except as otherwise modified by this
Amendment.
RECITALS
WHEREAS, Marley intends to distribute to its partners the Registrable
Securities held by Marley as of the date hereof (the "Distribution") in
connection with an offering of Common Stock by the Issuer and certain selling
stockholders pursuant to a Registration Statement on Form S-2 (File No.
333-29581) (the "Offering");
WHEREAS, Section 12(d) of the Agreement provides that the Agreement,
including without limitation all registration rights in connection with the
ownership of all or a portion of the Registrable Securities pursuant to Sections
3 and 4 thereof, shall inure to the benefit of and be binding upon the
successors and assigns of each of the Issuer and the Investor, including without
limitation and without the need for an express assignment, subsequent holders of
Registrable Securities held by the Investor; and
WHEREAS, Marley and the Issuer desire to confirm their interpretation of the
Agreement with respect to the manner in which certain matters will be treated
under the Agreement after the Distribution and Offering;
NOW, THEREFORE, the parties agree as follows:
1. EFFECTIVE DATE. This Amendment shall take effect immediately upon the
closing of the Offering. The Agreement, as amended hereby, shall otherwise
remain in full force and effect.
2. ACKNOWLEDGMENT OF DISTRIBUTION; HOLDERS. The Issuer confirms its
knowledge of the Distribution and agrees that each current and former
partner of Marley (whether or not Marley shall continue in existence), and
each subsequent successor or assign thereof, for as long as such Person
shall hold Registrable Securities, shall be considered a "Holder" for
purposes of the Agreement; provided, that as to any transfer of Registrable
Securities that occurs after the Distribution, the Issuer is notified in
writing of (i) the name and address of such transferee and (ii) the number
of Registrable Securities held by the transferee.
3. AMENDED AND RESTATED DEFINITIONS. The definition of "Initiating
Holders" and "Investors" set forth in Section 1 of the Agreement shall be
amended and restated to read as follows:
"INITIATING HOLDERS: Either (i) the Holder(s) owning a majority of
the Registrable Securities that are then owned by the successors and
assigns of Marley collectively or, (ii) if the requirements of Section
4.4(b) of the Stockholders Agreement are fully complied with, Minority
Stockholders (as defined in the Stockholders Agreement) owning a majority
of the Registrable Stock (as defined in the Stockholders Agreement)."
"INVESTOR: The former partners of Marley and any of their successors
or assigns who hold Registrable Securities, collectively; provided
however, that for purposes of Section 6 and 12(b) of the Agreement,
"INVESTOR" shall mean Marley G.P., Inc. or its designee or assignee."
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4. AMENDED DEFINITION. The definition of "Registrable Securities" set
forth in Section 1 of the Agreement shall be amended by deleting the phrase
"held by the Investor" in the first line and replacing the same with "issued
in August 1992 to Marley."
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to constitute an original
Amendment when delivered, and all of which shall constitute one Amendment.
The execution of one counterpart by any party shall have the same effect as
if that party had signed all other counterparts.
IN WITNESS WHEREOF, the parties have executed this Amendment through their
duly authorized representatives as set forth below:
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LAYNE CHRISTENSEN COMPANY
MARLEY HOLDINGS, L.P.
By: Marley G.P., Inc.
Its General Partner
Signature: /s/ KENT B. MAGILL
- -------------------------------------------- Signature: /s/ SALVATORE BADALAMENTI
Printed Name: Kent B. Magill --------------------------------------------
Title: VICE PRESIDENT, GENERAL COUNSEL AND Printed Name: Salvatore Badalamenti
SECRETARY Title: PRESIDENT
</TABLE>
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EXHIBIT 6
LAYNE CHRISTENSEN COMPANY
LOCK-UP AGREEMENT
, 1997
Piper Jaffray Inc.
Dillon, Read & Co. Inc.
c/o Piper Jaffray Inc.
222 South Ninth Street
Minneapolis, Minnesota 55402
Ladies and Gentlemen:
The undersigned understands that you will act as representatives for a group
of underwriters (the "Underwriters") who propose to enter into a Purchase
Agreement (the "Purchase Agreement") with Layne Christensen Company (the
"Company") and certain Selling Stockholders providing for the public offering
(the "Public Offering") by the Underwriters of Common Stock of the Company (the
"Common Stock") pursuant to the Company's Registration Statement on Form S-2 to
be filed with the Securities and Exchange Commission.
In consideration of the Underwriters' agreement to purchase and make the
Public Offering of the Common Stock, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby
agrees, for a period of 90 days after the date of the Purchase agreement, not
to, without the prior written consent of Piper Jaffray Inc. (which consent may
be withheld in its sole discretion), directly or indirectly, offer for sale,
contract to sell, grant any option for the sale of or otherwise dispose of any
shares of Common Stock, options or warrants to acquire shares of Common Stock or
any security or instrument related to such Common Stock, options or warrants, or
publicly announce the undersigned's intention to do any of the foregoing.
Notwithstanding the foregoing, the undersigned may sell or otherwise transfer
shares of Common Stock (i) as a BONA FIDE gift or gifts, provided that the
undersigned provides prior written notice of such gift or gifts to you and the
donee or donees thereof agree to be bound by the restrictions set forth herein,
(ii) as a distribution to stockholders of the undersigned, if any, provided that
the distributee or distributees thereof agree to be bound by the restrictions
set forth herein, or (iii) acquired in the public market on or after the date of
the Purchase Agreement.
Furthermore, the undersigned hereby agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent against the transfer of
securities of the Company held by the undersigned except in compliance with this
Lock-Up Agreement.
The undersigned acknowledges that the Underwriters are relying on the
representations and agreements of the undersigned contained in this Lock-Up
Agreement in carrying out the Public Offering and in entering into underwriting
arrangements with respect to the Public Offering.
Very truly yours,
Name:
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Address: -----------------------------------
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Accepted as of the date
first set forth above:
PIPER JAFFRAY INC.
By:
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