<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be included in statements filed pursuant to 13d-1(a) and
amendments thereto filed pursuant to 13d-2(a)
Premier Farnell plc
- --------------------------------------------------------------------------------
(Name of Issuer)
American Depositary Receipts,
Evidencing American Depositary Shares,
Each Representing Two Ordinary Shares of 5 Pence Each
- --------------------------------------------------------------------------------
(Title of Class of Securities)
740-50U-206
- --------------------------------------------------------------------------------
(CUSIP Number)
Timothy J. Melton, Esq.
Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, IL 60601-1692
(312) 269-4154
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 11, 1996
- --------------------------------------------------------------------------------
(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 [_].
(Continued on following pages)
(Page 1 of 14 Pages)
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP NO. 740-50U-206 (Page 2 of 14 Pages)
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack N. Mandel
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 70,199
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
52,806,455
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 69,266
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
52,806,455
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
52,876,655
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP NO. 740-50U-206 (Page 3 of 14 Pages)
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph C. Mandel
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 130,909
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
48,242,401
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 129,976
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
50,692,658
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
50,823,568
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
17.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
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CUSIP NO. 740-50U-206 (Page 4 of 14 Pages)
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morton L. Mandel
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 61,279
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
46,196,607
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 60,346
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
49,564,520
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
49,625,799
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
17.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ----------------------
CUSIP NO. 740-50U-206 (Page 5 of 14 Pages)
- ----------------------- ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack N. Mandel Revocable Trust
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Ohio
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
14,753,159
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,753,159
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,753,159
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
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CUSIP NO. 740-50U-206 (Page 6 of 14 Pages)
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morton L. Mandel Revocable Trust
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Ohio
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
16,205,266
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
16,205,266
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
16,205,266
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00
- ------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer
The securities to which this statement relates are the American Depositary
Receipts (the "Ordinary Share ADRs") evidencing American Depositary Shares, each
representing two Ordinary Shares of 5 pence each (the "Shares") of Premier
Farnell plc, a U.K. corporation (the "Company"). The Company's principal
executive offices are located at Farnell House, Sandbeck Way, Wetherby, West
Yorkshire, LS 22 7DH, U.K.
Item 2. Identity and Background
Jack N. Mandel is the Chairman of the Finance Committee of the Board of
Directors of Parkwood Corporation. Jack N. Mandel is a United States citizen
whose business address is: c/o Parkwood Corporation, 4500 Euclid Avenue,
Cleveland, Ohio 44103.
Joseph C. Mandel is the Chairman of the Executive Committee of the Board of
Directors of Parkwood Corporation. Joseph C. Mandel is a United States citizen
whose business address is: c/o Parkwood Corporation, 4500 Euclid Avenue,
Cleveland, Ohio 44103.
Morton L. Mandel is the Deputy Chairman and a Director of the Company.
Morton L. Mandel is a United States citizen whose business address is: c/o
Parkwood Corporation, 4500 Euclid Avenue, Cleveland, Ohio 44103.
The Jack N. Mandel Revocable Trust is a trust formed under the laws of the
State of Ohio for the benefit of Jack N. Mandel, of which Joseph C. Mandel and
Morton L. Mandel are co-trustees and in which Jack N. Mandel retains a
reversionary interest (the "Jack Revocable Trust"). The Jack Revocable Trust's
address is: c/o Parkwood Corporation, 4500 Euclid Avenue, Cleveland, Ohio
44103.
The Morton L. Mandel Revocable Trust is a trust formed under the laws of
the State of Ohio for the benefit of Morton L. Mandel, of which Jack N. Mandel
and Joseph C. Mandel are co-trustees and in which Morton L. Mandel retains a
reversionary interest (the "Morton Revocable Trust" and, collectively with the
Jack Revocable Trust, the "Revocable Trusts"). The Morton Revocable Trust's
address is: c/o Parkwood Corporation, 4500 Euclid Avenue, Cleveland, Ohio 44103.
During the last five years, none of the persons listed above has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) 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.
Item 3. Source and Amount of Funds or Other Consideration
On January 23, 1996, Premier Industrial Corporation ("Premier"), Farnell
Electronics PLC ("Farnell") and a wholly owned subsidiary of Farnell ("Merger
Subsidiary") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which and on the terms and subject to the conditions
set forth therein, Premier was merged with and into Merger Subsidiary (the
"Merger"). In connection with the Merger, each of the reporting persons
identified herein (the "Reporting Persons") received Ordinary Share ADRs,
American Depositary Receipts (the "Convertible Preference Share ADRs" and,
together with the Ordinary Share ADRs, the "ADRs") evidencing American
Depositary Shares, each representing one $1.35 Cumulative Convertible Redeemable
Preference Share of (Pounds)1 of the Company (the "Convertible Preference
Shares"), and cash in exchange for their Premier common stock holdings. Each
Convertible Preference Share is convertible into fully paid Shares at the option
of the holder at any time up to and including April 22, 2016, at a conversion
rate of 10.3432p in nominal value of Share capital for every (Pounds)1 in
nominal value so converted (representing at the date hereof 2.06864 Shares for
each Convertible Preference Share), subject to adjustment as described below.
Any fractions of Shares arising on conversion will not be issued to the holders
of the Convertible Preference Shares but, if practicable, any such fractions
will be aggregated with other fractions arising on conversion of Convertible
Preference Shares into an integral number of Shares and sold on behalf of those
holders at the best price reasonably obtainable and the net proceeds of sale
converted into US dollars in respect of those holders of the Convertible
Preference Shares converted and distributed pro rata among those holders (in
both cases, except that any proceeds which are less than (Pounds)5 or the US
dollar equivalent may be retained for the benefit of the Company). Any time
after April 30, 2001 the Company will be entitled to cause all Convertible
Preference Shares to convert into Shares if 75% or more of all Convertible
Preference Shares which have at any time been issued have been converted into
Shares.
(Page 7 of 14 Pages)
<PAGE>
The conversion rate may be subject to adjustment in certain events as
specified in the Company's Articles of Association, including: (i) the
issuance of Shares (other than an issuance resulting from a holder electing to
take a share in lieu of a cash dividend) by way of capitalization of profits or
reserves; (ii) the offer of new Shares listed on the London Stock Exchange by
way of rights or any other offer or invitation (other than any takeover offer
referred to below) made to holders of Shares unless the Company's Board of
Directors determines, in its sole discretion, to extend the offer or invitation
to the holders of the Convertible Preference Shares as if they had been
converted; and (iii) the making of a distribution by the Company to holders of
Shares which constitutes a capital distribution (as defined below), unless and
to the extent that the preceding clauses (i) or (ii) apply. For the purposes of
the foregoing, "capital distribution" means any distribution of assets in specie
or any cash dividend or distribution of any kind which the Company's Board
reasonably determines is "special" or is not paid or made in the ordinary
course. If any doubt or dispute arises in respect of the adjustments referred
to in clauses (i) through (iii) (other than an adjustment arising from an offer
by way of rights) above the matter will be referred to the auditors for the time
being of the Company who will certify an adjustment which in their view is fair
and reasonable and this adjustment shall be conclusive and binding on all
concerned.
In addition, if any takeover offer is made to the holders of Shares (or to
all those shareholders other than the offeror and/or any of its associates) to
acquire the whole or any part of the issued ordinary share capital of the
Company or if any person proposes an arrangement with regard to such acquisition
and the Company becomes aware that the right to cast more than 50% of the votes
which may ordinarily be cast on a poll at a general meeting of the Company has
or will become vested in the offeror and/or its associates, the Company must
give written notice thereof and of certain other information to all the holders
of Convertible Preference Shares within 14 days of becoming so aware and each of
such holders will be entitled within the period of six weeks from the date of
such notice to convert each Convertible Preference Share held at a specified
conversion rate, in each case adjusted, if appropriate, under clauses (i) or
(ii) of the preceding paragraph. At the expiration of such six week period, any
outstanding Convertible Preference Shares in respect of which a duly completed
conversion notice has not been received will cease to be capable of conversion
under the foregoing provision, but not otherwise.
Each Convertible Preference Share will be redeemed on April 29, 2016 (or if
such day is not a business day on the next succeeding business day) at $25.00
for every (Pounds)1 of nominal value together with accrued and unpaid dividends
calculated up to and including such redemption date.
Item 4. Purpose of Transaction
The Reporting Persons acquired ADRs as consideration for their Premier
shares in the Merger.
As a condition to its willingness to enter into the Merger Agreement,
Farnell required that, simultaneously with the execution thereof, each of the
Reporting Persons, along with certain other signatories (collectively, the
"Shareholders Agreement Shareholder Parties"), enter into an agreement with
Farnell (the "Shareholders Agreement") pursuant to which, among other things,
the Reporting Persons have agreed to certain restrictions with respect to the
voting, acquisition and disposition of the equity securities of the Company. The
Shareholders Agreement is described in further detail in response to Item 6 and
is attached hereto as Exhibit 1. The response to Item 6 and Exhibit 1 are
incorporated herein by reference.
Each Reporting Person from time to time intends to review his investments
in the Company on the basis of various factors, including the Company's
business, financial condition, results of operations and prospects, general
economic and industry conditions, the securities markets in general and those
for the Company's securities in particular, as well as other developments and
other investment opportunities. Each Reporting Person will also consider his
personal financial situation, including liquidity, alternative investment
opportunities and tax and estate planning considerations. Based upon such
review, each Reporting Person will take such actions in the future as he may
deem appropriate in light of the circumstances existing from time to time. If a
Reporting Person believes that further investment in the Company is attractive,
whether because of the market price of the Company's securities or otherwise,
such Reporting Person may acquire ADRs or other securities of the Company either
in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, a Reporting Person may determine to
dispose of some or all of the ADRs or other securities currently owned by such
Reporting Person or otherwise acquired by such Reporting Person either in the
open market or in privately negotiated transactions. The ability of each
Reporting Person to acquire or dispose of ADRs or other securities of the
Company is limited by the Shareholders Agreement. The Reporting Persons may,
alone or acting together, engage one or more professional advisors to assist in
their evaluation of the above factors.
(Page 8 of 14 Pages)
<PAGE>
Except as set forth above, no Reporting Person has formulated any plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the Company or the disposition of securities of the
Company, (b) an extraordinary corporate transaction involving the Company or any
of its subsidiaries, (c) a sale or transfer of a material amount of the assets
of the Company or any of its subsidiaries, (d) any change in the present board
of directors or management of the Company, (e) any material change in the
Company's present capitalization or dividend policy, (f) any other material
change in the Company's business or corporate structure, (g) any change in the
Company's charter or bylaws or other instrument corresponding thereto or other
action which may impede the acquisition of control of the Company by any person,
(h) causing a class of the Company's securities to be de-listed, (i) a class of
equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(G)(4) of the Securities Exchange Act of
1934, as amended or (j) any action similar to any of those enumerated above.
See Item 6 for additional information, the response to which is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
The Share information listed in this Item Five relates to the Shares
discussed in Item 1 and includes that number of Shares that each Reporting
Person has the right to acquire upon conversion by such Reporting Persons of all
Convertible Preference Shares at the conversion rate applicable on the date
hereof, such number of shares being indicated in parentheses.
1. Jack N. Mandel may be deemed the beneficial owner of 52,876,655
(22,323,199) Shares, representing approximately 18.0% of the Shares issued and
outstanding at November 15, 1997, with respect to 70,199 (31,719) Shares of
which Mr. Mandel has sole voting power (including 933 (235) Shares credited to
his account under the Company's PAYSOP ), 69,266 (31,484) Shares of which Mr.
Mandel has sole dispositive power and 52,806,455 (22,291,479) Shares of which
Mr. Mandel has shared voting and dispositive power. The Shares as to which Mr.
Mandel has shared voting and dispositive power are as follows: 14,753,159
(5,372,605) Shares held in the Jack Revocable Trust in which Mr. Mandel retains
a reversionary interest; 7,551,794 (3,432,622) Shares held as co-trustee and
President of The Jack N. and Lilyan Mandel Foundation; 287,731 (130,783) Shares
held as co-trustee with Morton L. Mandel of trusts established by Joseph C.
Mandel for the benefit of his grandchildren; 5,549 (2,523) Shares held as co-
trustee with Joseph C. Mandel of trusts established by Morton L. Mandel for the
benefit of his grandchildren; 2,971,820 (2,971,820) Shares held as co-trustee of
trusts established by Mr. Joseph C. Mandel for the benefit of his children and
their families; 11,031,132 (3,966,164) Shares held as co-trustee of the Joseph
Revocable Trust; and 16,205,266 (6,414,958) Shares held as co-trustee of the
Morton Revocable Trust. The right to dividends in each case rests with the
beneficiaries of the trusts, Foundations and MSFs.
Jack N. Mandel may be deemed to beneficially own Shares held by the Mandel
Supporting Foundations, three charitable entities of which each of Messrs. Jack
N. Mandel, Joseph C. Mandel and Morton L. Mandel is a co-trustee (the "MSFs").
Jack N. Mandel may be deemed to beneficially own 4,712,241 (3,475,275) Shares
held by MSF -- Jack N. and Lilyan Mandel Fund; 3,632,241 (2,612,013) Shares held
by the MSF -- Joseph C. and Florence Mandel Fund; and 3,521,253 (2,551,613)
Shares held by the MSF --Morton L. and Barbara Mandel Fund. Pursuant to Rule
13d-4, Jack N. Mandel disclaims beneficial ownership of all such Shares held by
the MSFs and the filing of this statement shall not be construed as an admission
that Jack N. Mandel is the beneficial owner of the Shares held by the MSFs.
2. Joseph C. Mandel may be deemed the beneficial owner of 50,823,568
(18,234,892) Shares, representing approximately 17.5% of the Shares issued and
outstanding at November 15, 1997, with respect to 130,909 (59,315) Shares of
which Mr. Mandel has sole voting power (including 933 (235) Shares credited to
his account under the Company's PAYSOP ), 129,976 (59,080) Shares of which
Mr. Mandel has sole dispositive power, 48,242,401 (17,061,941) Shares of which
Mr. Mandel has shared voting power and 50,692,658 (18,175,576) Shares of which
Mr. Mandel has shared dispositive power. The Shares as to which Mr. Mandel has
shared voting and/or dispositive power are as follows: 11,031,132 (3,966,164)
Shares held in the Joseph Revocable Trust in which Mr. Mandel retains a
reversionary interest; 2,450,257 (1,113,635) Shares held in trusts for members
of his family of which he is trustee or trust advisor and has shared dispositive
power, but does not have voting power; 2,872,524 (1,305,688) Shares held as
co-trustee and President of The Joseph and Florence Mandel Foundation;
3,374,768 (0) Shares held as trustee of the Florence Mandel Revocable Trust;
5,549 (2,523) Shares held as co-trustee with Jack N. Mandel of a trust
established by Morton L. Mandel for the benefit of his grandchildren; 14,753,159
(5,372,605) Shares held as co-trustee of the Jack Revocable Trust; and
16,205,266 (6,414,958) Shares held as co-trustee of the Morton Revocable Trust.
The right to dividends in each case rests with the beneficiaries of the trusts,
Foundations and MSFs.
(Page 9 of 14 Pages)
<PAGE>
Joseph C. Mandel may be deemed to beneficially own 3,632,341 (2,612,013)
Shares held by the MSF -- Joseph and Florence Mandel Fund; 4,712,241 (3,475,275)
Shares held by the MSF -- Jack and Lilyan Mandel Fund; 3,521,253 (2,551,613)
Shares held by the MSF -- Morton L. and Barbara Mandel Fund. Pursuant to Rule
13d-4, Joseph C. Mandel disclaims beneficial ownership of all such Shares held
by the MSFs and the filing of this statement shall not be construed as an
admission that Joseph C. Mandel is the beneficial owner of the Shares held by
the MSFs.
3. Morton L. Mandel may be deemed the beneficial owner of 49,625,799
(19,224,541) Shares, representing approximately 17.1% of the Shares issued and
outstanding at November 15, 1997, with respect to 61,279 (27,665) Shares of
which Mr. Mandel has sole voting power (including 933 (235) Shares credited to
his account under the Company's PAYSOP) , 60,346 (27,430) Shares of which
Mr. Mandel has sole dispositive power, 49,196,607 (17,666,013) Shares of which
Mr. Mandel has shared voting power and 49,564,520 (19,196,876) Shares of which
Mr. Mandel has shared dispositive power. The Shares as to which Mr. Mandel has
shared voting and/or dispositive power are as follows: 16,205,266 (6,414,958)
Shares held in the Morton Revocable Trust in which Mr. Mandel retains a
reversionary interest; 3,819,293 (1,736,035) Shares held as co-trustee and
President of the Morton and Barbara Mandel Family Foundation; 100,022 (45,464)
Shares held as trustee of the Barbara Mandel Revocable Trust; 3,367,913
(1,530,863) Shares held in irrevocable trusts for certain members of his family
of which his wife is trustee or trust advisor and has shared dispositive power,
but does not have voting power; 287,731 (130,783) Shares held as co-trustee
with Jack N. Mandel of a trust established by Joseph C. Mandel for the benefit
of his grandchildren; 14,753,159 (5,372,605) Shares held as co-trustee of the
Jack Revocable Trust; and 11,031,132 (3,966,164) Shares held as co-trustee of
the Joseph Revocable Trust. The right to dividends in each case rests with the
beneficiaries of the trusts, Foundations and MSFs.
Morton L. Mandel may be deemed to beneficially own 3,632,341 (2,612,013)
Shares held by the MSF -- Joseph and Florence Mandel Fund; 4,712,241(3,475,275)
Shares held by the MSF -- Jack and Lilyan Mandel Fund; 3,521,253 (2,551,613)
Shares held by the MSF -- Morton L. and Barbara Mandel Fund. Pursuant to Rule
13d-4, Morton L. Mandel disclaims beneficial ownership of all such Shares held
by the MSFs and the filing of this statement shall not be construed as an
admission that Morton L. Mandel is the beneficial owner of the Shares held by
the MSFs.
4. The Jack Revocable Trust may be deemed the beneficial owner of
14,753,159 (5,372,605) Shares, representing approximately 5.3% of the Shares
issued and outstanding at November 15, 1997, with respect to none of which
Shares the Jack Revocable Trust has sole voting and dispositive power and with
respect to all of which the Jack Revocable Trust has shared voting and
dispositive power with Joseph C. Mandel and Morton L. Mandel, the co-trustees of
the Jack Revocable Trust and with Jack N. Mandel who retains a reversionary
interest in the trust.
5. The Morton Revocable Trust may be deemed the beneficial owner of
16,205,266 (6,414,958) Shares, representing approximately 5.8% of the Shares
issued and outstanding at November 15, 1997, with respect to none of which
Shares the Morton Revocable Trust has sole voting and dispositive power and with
respect to all of which the Morton Revocable Trust has shared voting and
dispositive power with Jack N. Mandel and Joseph C. Mandel, the co-trustees of
the Morton Revocable Trust and with Morton L. Mandel who retains a reversionary
interest in the trust.
The Reporting Persons may be deemed, in the aggregate, to be the beneficial
owners of 80,919,462 (36,780,772) Shares, representing approximately 26.2% of
the Shares issued and outstanding at November 15, 1997, after eliminating any
duplicative ownership reflected in the foregoing response to this Item 5. The
filing of this statement shall not be construed as an admission that the
Reporting Persons as a group beneficially own the shares beneficially owned by
each of the Reporting Persons individually.
In December of 1997, the Jack Revocable Trust donated 1,181,683
Convertible Preference Share ADRs to the MSF-Jack N. and Lilyan Mandel Fund. In
December of 1997, the Morton Revocable Trust donated 842,865 Convertible
Preference Share ADRs to the MSF-Morton L. and Barbara Mandel Fund. Share
amounts listed throughout this Schedule 13D reflect these December, 1997 gifts.
None of the Reporting Persons have effected any other transactions in Shares
during the preceding sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Simultaneously with the execution of the Merger Agreement, the Shareholders
Agreement Shareholder Parties entered into the Shareholders Agreement, which
became effective as of the Effective Time of the Merger. Pursuant to the
Shareholders Agreement, the Shareholders Agreement Shareholder Parties have
agreed that at any meeting of holders of Voting Securities (meaning all Shares
and all
(Page 10 of 14 Pages)
<PAGE>
other securities of the Company entitled, in the ordinary course, to vote in the
election of directors of the Company and excluding the Convertible Preference
Shares) the Shareholders Agreement Shareholder Parties may freely exercise, or
abstain from exercising, the votes attaching to that number of Voting Securities
of the Company beneficially owned (as defined in the Shareholders Agreement) by
them equal to the excess (the "Excess Amount"), if any, of (i) 19.9% of the
Total Voting Power (the aggregate number of votes attaching to all outstanding
voting securities) in the share capital of the Company on the date of such
meeting over (ii) the aggregate number of votes which may be cast by Related
Parties (as defined in the Shareholders Agreement) in respect of Voting
Securities at such date. To the extent that the Shareholders Agreement
Shareholder Parties beneficially own Voting Securities representing more than
the Excess Amount, the Shareholders Agreement Shareholders Parties have agreed
to vote such shares in accordance with the recommendation of the Company's Board
of Directors.
A Shareholders Agreement Shareholder Party may acquire beneficial ownership
of Restricted Securities (meaning Voting Securities and any other securities or
rights convertible into, or exchangeable or exercisable, whether immediately or
otherwise, for such Voting Securities, including the Convertible Preference
Shares), only if, immediately after consummation of such acquisition, (i) the
ratio (the "Current Ratio") of the number of Voting Securities then beneficially
owned by the Reference Group (as defined in the Shareholders Agreement) to the
number of Voting Securities then outstanding, all on a fully diluted basis,
would not exceed (ii) the ratio (the "Closing Ratio") of the number of Voting
Securities beneficially owned by the Reference Group immediately following the
effective time of the Merger to the number of Voting Securities outstanding
immediately following the effective time of the Merger, all on a fully diluted
basis. If any of the Related Parties acquires beneficial ownership of Restricted
Securities, and as a result, the Current Ratio exceeds the Closing Ratio, the
Shareholders Agreement Shareholder Parties will within 60 days sell or otherwise
transfer (other than by way of pledge or encumbrance) to persons who are not
Permitted Transferees (meaning in the case of a natural person, (i) in the case
of the death of such person, such person's, executors, administrators,
testamentary trustees, heirs, legatees and devisees, (ii) such person's spouse,
parents, siblings or descendants, or (iii) any entity that would qualify under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"),
or Affiliates or in the Reference Group beneficial ownership of a sufficient
number of Voting Securities so that the Current Ratio is not greater than the
Closing Ratio. The Shareholders Agreement Shareholder Parties are not obligated
to dispose of any Restricted Securities held by them immediately after any
purchase, redemption, reacquisition, cancellation or other reduction in the
Company's outstanding Restricted Securities if the Current Ratio exceeds the
Closing Ratio as a result of such purchase, redemption, reacquisition,
cancellation or other reduction.
Except as provided in the next sentence, the Shareholders Agreement
Shareholder Parties have agreed not to dispose of any Restricted Securities
beneficially owned by them except to an Affiliate or Permitted Transferee (as
defined in the Shareholders Agreement) of such shareholder, provided that such
person becomes a party to the Shareholders Agreement. The Shareholders
Agreement Shareholder Parties have agreed that they will not dispose of any
Restricted Securities beneficially owned by after April 11, 1997 unless both (x)
after giving effect to such disposal the Restricted Securities disposed of by
the Reference Group during the 12 month period ending immediately after such
disposal do not represent more than 10% of the Total Voting Power, all on a
fully diluted basis, at that time, provided that such amount may exceed 10% if
the Company consents to such greater amount, which consent shall not be
unreasonably withheld; and (y) such disposal is effected: (i) in a privately
negotiated transaction to any person who has been approved by the Company or,
after giving effect to such disposal, would beneficially own 5% or less of Total
Voting Power, provided that at least five days prior to any such sale, the
Company is given notice of such intention and an opportunity to consult as to
the nature, timing and material terms of such sale; (ii) in a sale on the open
market (whether through a broker or pursuant to a firm commitment, underwritten
distribution to the public, registered under the Securities Act of 1933, as
amended (the "Securities Act") or executed in compliance with Regulation S
thereunder or carried out in accordance with the rules of the London Stock
Exchange, with the same proviso stated in clause (i), and with best efforts to
effect as wide a distribution of such Restricted Securities as is reasonably
practicable; (iii) pursuant to Rule 144 of the Securities Act, provided that any
such sale will be subject to the volume and manner of sale limitations set forth
in Rule 144, whether or not legally required; (iv) pursuant to a tender or
exchange or Takeover Offer (as defined in the Shareholders Agreement) made by
the Company or the Company's Board to its shareholders; (v) as a bona fide
pledge to a financial institution to secure borrowings, provided such
institution agrees to be bound by the Shareholders Agreement and such borrowings
are full recourse obligations of the pledgor entered into simultaneously with
the pledge; or (vi) with the prior written consent of the Company. The
Shareholders Agreement Shareholder Parties have also agreed not to sell any
Shares or ADRs for two years following the effective time of the Merger unless
they deliver to the Company a satisfactory opinion of tax counsel or a
satisfactory ruling from the US Internal Revenue Service to the effect that such
sale will not cause the Merger to fail to qualify as a merger under Section
368(a) of the Code.
Furthermore, the Shareholders Agreement Parties have agreed, and have
agreed to cause controlled affiliates, not to, without the prior written consent
of the Company's Board directly or indirectly: (i) publicly propose that any
Shareholders Agreement Shareholder Party or any Affiliate enter into any merger
or other business contribution involving the Company or propose to purchase a
material portion
(Page 11 of 14 Pages)
<PAGE>
of the equity or assets of the Company or any of its subsidiaries, or make any
such proposal privately in a manner or in terms such that it would reasonably be
expected to require the Company to make a public announcement regarding such
proposal; (ii) solicit the support of other shareholders of the Company for any
resolution to be considered at any meeting of the shareholders of the Company
which has not been proposed by the Company's Board; (iii) form, join or
participate in or encourage the formation of a "group" (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with
respect to any Voting Securities of the Company (subject to specified
exceptions); (iv) deposit into a voting trust or subject to any voting
arrangement or agreement any Restricted Securities (subject to specified
exemptions); (v) except as described in the paragraph below seek election to or
seek to place a representative on the Company's Board or seek the removal or the
non-reappointment of any member of the Company's Board; (vi) requisition or seek
to have requisitioned any meeting of the shareholders of the Company or the
proposing of any resolution thereat; (vii) (a) solicit, seek to effect,
negotiate with or provide non-public information to any other person with
respect to, (b) make any statement or proposal, to any director or officer of
the Company with respect to, or (c) otherwise make any public announcement or
proposal with respect to any transaction involving a change of control of the
Company or the acquisition of a substantial portion of the equity securities or
assets of the Company or any of its subsidiaries (subject to specified
exceptions); (viii) (a) be a party to any agreement or understanding which aims
towards obtaining or consolidating control of the Company through the
acquisition of Restricted Securities; (b) or act in any number of specified ways
(alone or with other persons), including to cause, encourage, assist, make,
participate in, sell any Restricted Securities under or otherwise further an
actual or potential takeover of the Company; (ix) otherwise act to seek to
control or influence the management or policies of the Company (except as a
director or officer of the Company or, to the extent permitted, as a holder of
Restricted Securities of the Company); (x) publicly disclose any information,
plan or arrangement inconsistent with the foregoing, or make any such disclosure
privately if it could reasonably be expected to require the Company to make a
public announcement regarding such intention, plan or arrangement; or (xi)
advise, assist or knowingly encourage any other person in connection with any of
the foregoing. The Shareholders Agreement provides that the Shareholders
Agreement Shareholder Parties who are directors of the Company may engage in
discussions with other directors relating to any matters which they do not
initiate.
The Shareholders Agreement Shareholder Parties have further agreed to vote
or cause to be voted their Voting Securities and other Restricted Securities
entitled to vote in the election of directors of the Company for nominees to the
Board designated by the Shareholders Agreement Shareholder Parties, as described
below.
The Shareholders Agreement Shareholder Parties are entitled to present two
candidates for nomination to the Company's Board, initially to be Morton L.
Mandel and John C. Colman, as directors, which candidates the Board agreed to
use its reasonable best efforts, subject to fiduciary duties, to appoint to the
Company's Board. For such time as the aggregate beneficial ownership of Voting
Securities of the Reference Group represents less than 12.5% of the Total Voting
Power, all on a fully diluted basis, such number of candidates will be reduced
to one and if at any time the aggregate beneficial ownership of Voting
Securities of the Reference Group represents less than 5% of the Total Voting
Power, all on a fully diluted basis, the Shareholders Agreement Shareholder
Parties will no longer have any entitlement to present candidates for
nomination. For so long as either Mr. Mandel or Mr. Colman is on the Company's
Board, either or both will have the right to appoint, Mr. Philip S. Sims as his
or their alternate. Any candidates presented by the Shareholders Agreement
Shareholder Parties other than Messrs. Mandel, Colman or Sims will be subject to
the approval of the Company's Board, such approval not to be unreasonably
withheld or delayed.
The Shareholders Agreement will terminate upon (i) the written agreement of
the Company and the Shareholders Agreement Shareholder Parties; (ii) a person or
persons, together with any other person or persons acting in concert with him or
them, acquiring Voting Securities representing more than 50% of the Total Voting
Power; or (iii) the dissolution, liquidation or winding up of the Company. The
restrictions on voting and acquisition or disposal of Restricted Securities and
the standstill provisions will terminate: (a) after the later of January 23,
2000 and such time as the Reference Group beneficially owns Restricted
Securities representing less than 20% of the Total Voting Power, all on a fully
diluted basis; (b) if the candidates properly presented for nomination to the
Company's Board by the Shareholders Agreement Shareholder Parties are not
appointed and maintained as directors of the Company other than through any
member of the Reference Group voting against the appointment; (c) if any
dividend payable on the Convertible Preference Shares is in arrears for more
than 30 days; (d) if a breach of covenant takes place under any material
borrowing agreement of the Company and on the ground of that breach the lender
or lenders states in writing to the Company the intention promptly to cause the
acceleration of the repayment of the loan; and (e) in part, under certain
circumstances to avoid the application of the City Code on Takeovers and
Mergers, as issued by the U.K. Panel on Takeovers and Mergers and as in force
from time to time.
In addition, as part of the Shareholders Agreement, the Company has granted
the Reference Group certain registration rights ("Registration Rights").
(Page 12 of 14 Pages)
<PAGE>
Under the Registration Rights, each member of the Reference Group will has
the right to make a written request for registration under the Securities Act of
all or part of its registrable securities specifying the number of registrable
securities proposed to be sold and the intended method of disposition; provided
that the Company will not be obligated to effect such registration more than
once in any twelve month period, and the proposed aggregate offering price for
the registrable securities requested to be registered must be at least $75
million.
In addition, if the Company proposes to file a registration statement with
respect to an offering of Shares or Convertible Preference Shares (i) for the
Company's own account (other than a registration statement on Form F-4, F-8, S-
4, or S-8, or a substitute form) or (ii) for the account of any other holders of
Shares or Convertible Preference Shares, then the Company must give written
notice of such proposed filing, offering the holders of Registration Rights the
opportunity to register such number of registrable securities as such holders
may request on the same terms and conditions as the Company's or such holder's
Shares and Convertible Preference Shares.
The foregoing response to this Item 6 is qualified in its entirety by
reference to the Shareholders Agreement, a copy of which is filed with the
Commission as Exhibit 2 hereto and is incorporated herein by reference. The
responses to Items 4 and 5 are also incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Exhibit #1 - Joint Filing Agreement
Exhibit #2 - Shareholders Agreement dated January 23, 1996.
(Page 13 of 14 Pages)
<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.
Date: January __, 1998 /s/ Jack N. Mandel
________________________________________
Name: Jack N. Mandel
/s/ Joseph C. Mandel
________________________________________
Name: Joseph C. Mandel
/s/ Morton L. Mandel
________________________________________
Name: Morton L. Mandel
Jack N. Mandel Revocable Trust
/s/ Joseph C. Mandel
By:_____________________________________
Name: Joseph C. Mandel
Title: Trustee
/s/ Morton L. Mandel
By:_____________________________________
Name: Morton L. Mandel
Title: Trustee
Morton L. Mandel Revocable Trust
/s/ Jack N. Mandel
By:_____________________________________
Name: Jack N. Mandel
Title: Trustee
/s/ Joseph C. Mandel
By:_____________________________________
Name: Joseph C. Mandel
Title: Trustee
(Page 14 of 14 Pages)
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to American Depositary Receipts evidencing American Depositary Shares,
each representing two Ordinary Shares of 5 pence each of Premier Farnell PLC, a
U.K. corporation, and further agree that this Joint Filing Agreement be included
as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement this 9th day of January, 1998.
/s/ Jack N. Mandel
________________________________________
Name: Jack N. Mandel
/s/ Joseph C. Mandel
________________________________________
Name: Joseph C. Mandel
/s/ Morton L. Mandel
________________________________________
Name: Morton L. Mandel
Jack N. Mandel Revocable Trust
/s/ Joseph C. Mandel
By:_____________________________________
Name: Joseph C. Mandel
Title: Trustee
/s/ Morton L. Mandel
By:_____________________________________
Name: Morton L. Mandel
Title: Trustee
<PAGE>
Morton L. Mandel Revocable Trust
/s/ Jack N. Mandel
By:_____________________________________
Name: Jack N. Mandel
Title: Trustee
/s/ Joseph C. Mandel
By:_____________________________________
Name: Joseph C. Mandel
Title: Trustee
<PAGE>
EXHIBIT 2
SHAREHOLDERS AGREEMENT
dated as of
January 23, 1996
between
FARNELL ELECTRONICS PLC
and
The Shareholders Listed on Schedule 1
hereto
<PAGE>
SHAREHOLDERS AGREEMENT
AGREEMENT dated as of January 23, 1996 between Farnell Electronics
PLC, a public limited corporation formed under the laws of England (the
"Company"), and the Persons listed on Schedule 1 hereto ("Shareholders").
WHEREAS, the Company, FAC Delaware Corp., a Delaware corporation
("Merger Subsidiary") and Premier Industrial Corporation, an Ohio corporation
("Premier"), have entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of the date hereof pursuant to which Premier will be merged
with and into Merger Subsidiary (the "Merger") and the Shareholders will
receive, in exchange for shares of common stock of Premier, consideration which
will include American Depositary Receipts representing Ordinary Shares and
American Depositary Receipts representing Preference Shares (each term as
defined below); and
WHEREAS, it is a condition to the consummation of the Merger that the
parties hereto enter into this Agreement; and
WHEREAS, the Shareholders will own or be entitled to have allotted and
issued to them on consummation of the Merger shares in the Company in accordance
with the terms of the Merger Agreement; and
WHEREAS, the Related Parties will own or be entitled to have allotted
and issued to them on consummation of the Merger shares in the Company in
accordance with the terms of the Merger Agreement.
NOW THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
ARTICLE 1
DEFINITIONS
1.1. Definitions.
(a) The following terms, as used herein, have the following meanings:
"Affiliate" of any person means any other person that, directly or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such person, provided that Premier, the Jewish
Community Federation, Cleveland, Ohio, and any pension, profit sharing, PAYSOP
or other similar arrangements involving Premier or any of its Subsidiaries shall
be deemed not to be an Affiliate of a Shareholder; and for the purposes of this
definition only, "control" (including the terms "controlling", "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to direct or cause
<PAGE>
the direction of the management, policies or activities of a person whether
through the ownership of securities, by contract or agency or otherwise; and the
term "person" is deemed to include a partnership.
A Person shall be deemed the "beneficial owner" of, and shall be
deemed to "beneficially own", and shall be deemed to have "beneficial ownership"
of (i) any securities that such Person is deemed to "beneficially own" within
the meaning of Rule 13d-3 under the Exchange Act, as in effect on the date of
this Agreement, and (ii) without duplication, any securities that such Person
has the right to acquire (whether such right is exercisable immediately or only
upon the occurrence of certain events or the passage of time or both) pursuant
to any agreement, arrangement or understanding (written or oral) or otherwise;
provided that the Related Party Securities shall not be deemed beneficially
owned by any Shareholder.
"Board" shall mean the board of directors of the Company.
"Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York, USA or London, England are authorized by law
to close.
"Closing Ratio" and "Current Ratio" shall have the meanings given to
them in Section 2.2(a).
"Companies Act 1985" means the U.K. Companies Act 1985, amended by the
Companies Act 1989, and as in force from time to time.
"Concert Party" means Persons who are parties to an agreement or
arrangement relating to Voting Securities falling within Section 204 of the
Companies Act, 1985, provided that the Jewish Community Federation, Cleveland,
Ohio and any pension, profit sharing, PAYSOP or other similar arrangements
involving Premier or any of its Subsidiaries shall be deemed not to be a Concert
Party.
"Control" means a holding or aggregate holding of shares carrying 30%
or more of the rights to vote at general meetings of a company, irrespective of
whether the holding or holdings gives defacto control.
"Dispose" means, directly or indirectly, sell, pledge, encumber, give
or otherwise transfer or agree to sell, pledge, encumber, give or otherwise
transfer.
"Effective Time" means the Effective Time as defined in the Merger
Agreement.
"Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
2
<PAGE>
"Fully diluted basis" means on the basis of the exercise in full of
all rights to subscribe, convert securities into or exchange securities for
Voting Securities, whether or not such rights are actually exercisable at the
relevant time.
"Ordinary Shares" means the ordinary shares of 5p each in the Company
and any American Depositary Receipts representing such shares.
"Person" means an individual, a corporation, a partnership, an
association, a trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.
"Permitted Transferee" of any natural person shall mean (i) in the
case of the death of such person, such person's executors, administrators,
testamentary trustees, heirs, legatees and devisees, (ii) such person's spouse,
parents, siblings or descendants or (iii) any entity that would qualify under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").
"Preference Shares" means the 6.75% Convertible Cumulative Redeemable
Preference Shares of $25 each in the Company and any American Depositary
Receipts representing such shares.
"Reference Group" means the Shareholders and Related Parties.
"Related Parties" means the Persons listed on Schedule 2.
"Related Party Securities" means Restricted Securities identified on
Schedule 2 as such securities; provided, however, that if after the date of this
Agreement such securities shall have been changed into a different number of
securities or a different class, by reason of any stock dividend, subdivision,
reclassification, recapitalization, split, combination or exchange of shares,
such number of securities shall be correspondingly adjusted to the extent
appropriate to reflect such change.
"Restricted Securities" means any Voting Securities and any other
securities or rights convertible into or exchangeable or exercisable (whether
immediately or otherwise) for such Voting Securities, including the Preference
Shares.
"Securities Act" means the U.S. Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.
"Subsidiary" means a subsidiary within the meaning of Section 736 of
the Companies Act 1985.
"Takeover Code" means the City Code on Takeovers and Mergers as issued
by U.K. Panel on Takeovers and Mergers and as in force from time to time.
3
<PAGE>
"Takeover Offer" means
(i) a takeover offer (within the meaning of section 428 of the
Companies Act 1985) in relation to the Company; or
(ii) an offer for any shares in the Company which is capable (if
accepted in full) of resulting in the offeror, together
with any person or persons acting in concert with him,
holding or beneficially owning Voting Securities
representing more than 50 percent of the Total Voting
Power; or
(iii) a mandatory offer for any Voting Securities of the Company
made pursuant to Rule 9 of the Takeover Code.
"Total Voting Power" means the aggregate number of votes attaching to
the outstanding Voting Securities.
"Voting Securities" means the Ordinary Shares and all other securities
of the Company entitled, in the ordinary course, to vote in the election of
directors of the Company, but for the avoidance of doubt not Preference Shares
or any other shares in the capital of the Company which carry votes only in
restricted circumstances.
ARTICLE 2
COVENANTS OF SHAREHOLDER
During the term of this Agreement, each Shareholder agrees that:
2.1. Voting of Voting Securities. (a) Subject to Section 2.7, at any
general or class meeting of holders of Voting Securities, the Shareholders will
be permitted to freely exercise, or abstain from exercising, the votes attaching
to that number of Voting Securities beneficially owned by them equal to the
excess (the "Excess Amount"), if any, of (i) 19.9% of the Total Voting Power on
the date of such meeting over (ii) the aggregate number of votes which may be
cast by the Related Parties in respect of Voting Securities at such date. To
the extent that the Shareholders beneficially own Voting Securities representing
more than the Excess Amount, the Shareholders shall vote such shares in
accordance with the recommendation of the Board of the Company.
(b) Section 2.1(a) shall not prevent the Shareholders exercising any
voting rights attaching to Preference Shares in accordance with the rights of
those shares.
2.2. Acquisition of Restricted Securities.
(a) A Shareholder may acquire beneficial ownership of Restricted
Securities only if immediately after consummation of such acquisition, (i) the
ratio (the "Current Ratio") of the
4
<PAGE>
number of Voting Securities then beneficially owned by the Reference Group to
the number of Voting Securities then outstanding, all on a fully diluted basis,
would not exceed (ii) the ratio (the "Closing Ratio") of the number of Voting
Securities beneficially owned by the Reference Group immediately following the
Effective Time to the number of Voting Securities outstanding immediately
following the Effective Time, all on a fully diluted basis. This paragraph
shall not prevent any Shareholder from taking up its pro rata entitlement under
any rights or other offering of Restricted Securities made to holders of
Restricted Securities substantially in proportion to the numbers of Restricted
Securities held or beneficially owned by such holders. If any of the Related
Parties acquires beneficial ownership of Restricted Securities, and as a result,
the Current Ratio exceeds the Closing Ratio, the Shareholders will within 60
days sell or otherwise transfer (other than by way of pledge or encumbrance) to
Persons who are not Permitted Transferees or Affiliates or in the Reference
Group beneficial ownership of a sufficient number of Voting Securities so that
the Current Ratio is not greater than the Closing Ratio, and shall effectuate
such sale or other transfer in accordance with clauses (i), (ii), or (iii) of
Section 2.3(b) (ignoring for these purposes the 10% limitation in the first
paragraph of Section 2.3(b)), or in another manner reasonably acceptable to the
Company.
(b) No Shareholder shall be obligated to dispose of any Restricted
Securities held by such Shareholders immediately after any purchase, redemption,
reacquisition, cancellation or other reduction in the Company's outstanding
Restricted Securities if the Current Ratio exceeds the Closing Ratio as a result
of such purchase redemption, reacquisition, cancellation or other reduction.
(c) Notwithstanding Section 2.2(a), the Reference Group may convert
Restricted Securities not already Voting Securities held by them to Voting
Securities, unless if as a result of so converting any Shareholder would incur
an obligation to make a mandatory offer pursuant to Rule 9 of the Takeover Code.
(d) The Shareholders agree to comply with the LSE Model Code for
Directors' Dealings ("Model Code") to the extent applicable to them and the
Company agrees that discretions and approvals under the Model Code will be
applied to Shareholders on a basis which is no less favorable than they are
applied to directors of the Company who are not Shareholders.
(e) Each Shareholder may purchase or otherwise acquire shares of
capital stock in other companies listed on the NYSE or LSE which to the
knowledge of such Shareholder, (after reasonable due inquiry) hold shares in the
Company; provided that immediately after the consummation of such purchase or
acquisition, the Shareholders do not beneficially own securities of any such
listed company representing more than 5% of the ordinary voting power of such
listed company.
2.3. Sale or Transfer of Restricted Securities. (a) Except as
otherwise provided, the Shareholders will not dispose of any Restricted
Securities beneficially owned by them except:
(i) to an Affiliate of such Shareholder, provided that such
Affiliate agrees in writing to be bound by the terms of this Agreement as a
Shareholder; or
5
<PAGE>
(ii) in the case of a natural person, to any Permitted Transferee
of such person, provided that such transferee becomes a party to this
Agreement as a Shareholder.
(b) From and after the date one year after the Effective Time, the
Shareholders will not dispose of any Restricted Securities beneficially owned by
them unless (x) after giving effect to such disposal the Restricted Securities
disposed of by the Reference Group during the 12 month period ending immediately
after such disposal (including disposals pursuant to Section 2.2(a)) do not
represent more than 10% of the Total Voting Power, all on a fully diluted basis,
at that time, provided that such amount may exceed 10% if the Company consents
to such greater amount, which consent shall not be unreasonably withheld; and
(y) such disposal is effected in accordance with subparagraphs (i) through (vi)
below:
(i) in a privately negotiated transaction to any Person who
either is an institution which has been approved by the Company or, after
giving effect to such disposal, would beneficially own (together with any
Concert Party) Voting Securities which are entitled to exercise in the
aggregate 5% or less of Total Voting Power; provided that at least 5 days
prior to any such sale, the Shareholder notifies the Company of such
intention in writing and thereafter consults in good faith with the Company
and the broker or underwriters, as the case may be, as to the nature,
timing and material terms of such sale and makes a good faith effort to
accommodate the reasonable requests of the Company;
(ii) in a sale on the open market that is through a broker or
pursuant to a firm commitment, underwritten distribution to the public,
registered under the Securities Act or executed in compliance with
Regulation S thereunder or carried out in accordance with the rules of the
LSE, provided that at least 5 days prior to any such sale, the Shareholder
notifies the Company of such intention in writing and thereafter consults
in good faith with the Company and the broker or underwriters, as the case
may be, as to the nature, timing and material terms of such sale and makes
a good faith effort to accommodate the reasonable requests of the Company;
and provided further that the Shareholder uses its best efforts to effect
as wide a distribution of such Restricted Securities as is reasonably
practicable;
(iii) pursuant to Rule 144 of the General Rules and Regulations
of the Securities Act; provided that any such sale shall be subject to the
volume and manner of sale limitations set forth in such rule, whether or
not legally required;
(iv) pursuant to a tender or exchange or Takeover Offer made by
the Company or recommended by the Board to the Company's shareholders;
(v) as a bona fide pledge to a financial institution to secure
borrowings as permitted by applicable law, rules and regulations, provided,
however, that (x) such financial institution agrees to be bound by this
Agreement as a Shareholder and (y) the borrowings to be secured are full
recourse obligations of the pledgor and are entered into simultaneously
with the pledge; or
6
<PAGE>
(vi) with the prior written consent of the Company.
(c) The Shareholders' ability to sell, transfer or otherwise dispose or
authorize the disposition of the Restricted Securities under Paragraph (a) and
(b) of this Section 2.3 is, in both cases, subject to the limitations imposed by
virtue of the representation letter attached as Exhibit 5.7(c) to the Merger
Agreement.
2.4. Additional Agreements. None of the Shareholders may (and each
Shareholder shall cause its Affiliates that are controlled by it not to) (a)
publicly request the Company or any of its agents, directly or indirectly, to
amend or waive any provision of this Agreement or (b) knowingly take any action
that would in either case reasonably be expected to require the Company to make
a public announcement regarding the possibility of any transaction with such
Shareholder.
2.5. Tax Treatment. Following the Effective Time, the Shareholders
shall not knowingly, or knowingly permit its Affiliates that are controlled by
it to, take any action or knowingly cause any action to be taken which would
cause the Merger to fail to qualify as a reorganization under Section 368(a) of
the Code.
2.6. Standstill. None of the Shareholders may (and each Shareholder
shall cause its Affiliates that are controlled by it, not to), without the prior
written consent of the Board, directly or indirectly:
(a) publicly propose that any Shareholder or any Affiliate of any
Shareholder enter into, directly or indirectly, any merger or other
business combination involving the Company or propose to purchase directly
or indirectly, a material portion of the equity or assets of the Company or
any of its Subsidiaries, or make any such proposal privately in a manner or
in terms such that it would reasonably be expected to require the Company
to make a public announcement regarding such proposal;
(b) attempt to, or participate in an attempt to, solicit the support
of other shareholders of the Company for any resolution to be considered at
any meeting of the shareholders of the Company which has not been proposed
by the Board;
(c) form, join or participate in or encourage the formation of a
"group" (within the meaning of Section 13(d)(3) of the Exchange Act) with
respect to any Voting Securities of the Company, other than a group
consisting solely of Shareholders and the Affiliates controlled by them and
other persons with respect to whose Premier shares any Shareholder has
beneficial ownership on the date hereof.
(d) deposit any Restricted Securities of the Company into a voting
trust or subject any such Restricted Securities to any arrangement or
agreement with respect to the voting thereof, other than (x) any such
trust, arrangement or agreement (i) the only parties to, or beneficiaries
of, which are Shareholders or any Affiliates controlled by them and (ii)
the
7
<PAGE>
terms of which do not require or expressly permit any party thereto to act
in a manner inconsistent with this Agreement;
(e) except in accordance with Section 5.1, seek election to or seek
to place a representative on the Board or seek the removal or the non-
reappointment of any member of the Board;
(f) requisition or seek to have requisitioned or called any meeting
of the shareholders of the Company or requisition or seek to have
requisitioned the proposing of any resolution at any meeting of the
shareholders of the Company;
(g) (A) solicit, seek to effect, negotiate with or provide non-public
information to any other person with respect to, (B) make any statement or
proposal, whether written or oral, to the Board or any director or officer
of the Company with respect to, or (C) otherwise make any public
announcement or proposal whatsoever with respect to, any form of business
combination transaction (with any person) involving a change of Control of
the Company or the acquisition of a substantial portion of the equity
securities or assets of the Company or any of its Subsidiaries, including a
merger, consolidation, tender offer, Takeover Offer, exchange offer or
liquidation of the Company's assets, or any scheme of arrangement,
restructuring, recapitalization or similar transaction with respect to the
Company or any of its Subsidiaries; provided, however, that the foregoing
shall not (x) apply to any discussion between or among the Shareholders or
any of their respective agents or representatives or (y) in the case of
clause (B) above, be interpreted to limit the ability of any Shareholder,
or any designee of any Shareholder, on the Board to make any such statement
or proposal or to discuss any such proposal with any officer or director
of, or advisor to, the Company or advisor to the Board or to the Board
itself unless, in either case, it could reasonably be expected to require
the Company to make a public announcement regarding such discussion,
statement or proposal;
(h) (i) enter into (or remain a party to) any agreement or
understanding (whether formal or informal) which provides for two or more
of the parties thereto to co-operate with a view to obtaining or
consolidating control of the Company through the acquisition by any of them
of any beneficial ownership in Restricted Securities; (ii) enter into any
agreement, arrangement, understanding or transaction or do or omit to do
anything as a result of which it (either alone or with any other person)
will become obliged or required (whether under the Takeover Code or
otherwise) to make any Takeover Offer; (iii) encourage or co-operate or
assist or enter into any agreement or arrangement with any person relating
to or connected with the making of a Takeover Offer; (iv) make, accept or
reject any Takeover Offer, or vote on any resolution of the Company
concerning a Takeover Offer, other than in accordance with the
recommendation of the Board; (v) sell or transfer, or agree to sell or
transfer, any Restricted Securities to (A) the offeror of any Takeover
Offer, or any person acting in concert with him, or (B) any person whom the
Shareholder knows intends to, or whom the Shareholder has reason to believe
might, make a Takeover Offer or anyone whom the Shareholder knows to, or
has reason to believe might, be acting in concert with such a person;
8
<PAGE>
(i) otherwise act, alone or in concert with others, to seek to control
or influence the management or policies of the Company (except for (A) to
the extent permitted hereby, voting as a holder of Restricted Securities
and (B) for actions taken as a director or officer of the Company);
(j) publicly disclose any intention, plan or arrangement inconsistent
with the foregoing, or make any such disclosure privately if it could
reasonably be expected to require the Company to make a public announcement
regarding such intention, plan or arrangement; or
(k) advise, assist (including by knowingly providing or arranging
financing for that purpose) or knowingly encourage any other person in
connection with any of the foregoing.
For the avoidance of doubt nothing herein shall prevent the Shareholders who are
directors of the Company from engaging in discussions with other directors,
which discussions relate to any matters which are not initiated by such
Shareholders.
2.7. Voting Arrangements. Notwithstanding any restriction in Section
2.1, each Shareholder shall vote or cause to be voted all Voting Securities and
(in the event that other Restricted Securities shall at any time and for any
reason be entitled to vote in the election of Directors of the Company) other
Restricted Securities owned by the Shareholders for nominees to the Board
designated pursuant to Section 5.1. Each Shareholder shall cause all Voting
Securities and such other Restricted Securities, respectively owned by the
Shareholders to be represented, in person or by proxy, at all general or class
meetings of holders of Voting Securities and such other Restricted Securities at
which such Shareholder is entitled to attend and vote, so that such Voting
Securities and such other Restricted Securities may be counted for the purpose
of determining the presence of a quorum at such meetings.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDERS
Each Shareholder represents and warrants to the Company that:
3.1. Authorization. The execution, delivery and performance by the
Shareholders of this Agreement and the consummation by the Shareholders of the
transactions contemplated hereby are within each Shareholder's powers and, have
been duly authorized by all necessary actions, if any, including all necessary
actions by the trustees of a Shareholder if the Shareholder is a trust. This
Agreement constitutes a valid and binding agreement of the Shareholders.
3.2. Non-Contravention. The execution, delivery and performance by
the Shareholder of this Agreement and the consummation of the transactions
contemplated hereby do
9
<PAGE>
not and will not contravene or constitute a default under or give rise to a
right of termination, cancellation or acceleration of any right or obligation of
the Shareholder under any provision of applicable law or regulation or of any
agreement, judgment, injunction, order, decree, or other instrument binding on
the Shareholder.
3.3. Binding Effect. This Agreement is the valid and binding
Agreement of the Shareholder, enforceable against the Shareholder in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally. If
this Agreement is being executed in a representative or fiduciary capacity, the
person signing this Agreement has full power and authority to enter into and
perform this Agreement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY
The Company represents and warrants to the Shareholders that:
4.1. Corporate Power and Authority. The Company has all requisite
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder. The execution, delivery and performance by the Company
of this Agreement and the consummation by the Company of the transactions
contemplated hereby have been duly authorized by the board of directors of the
Company and no other corporate action on the part of the Company is necessary to
authorize the execution, delivery or performance by the Company of this
Agreement and the consummation by the Company of the transactions contemplated
hereby.
4.2. Non-Contravention. The execution, delivery and performance by
the Company of this Agreement and the consummation of the transactions
contemplated hereby do not and will not contravene or constitute a default under
or give rise to a right of termination, cancellation or acceleration of any
right or obligation of the Company under any provision of applicable law or
regulation or of any agreement, judgment, injunction, order, decree, or other
instrument binding on the Company.
4.3. Binding Effect. This Agreement is the valid and binding
Agreement of the Company, enforceable against the Company in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally.
ARTICLE 5
COVENANTS OF THE COMPANY
5.1. Board Representation. (a) The Shareholders shall be entitled to
present two candidates to the Board of the Company for nomination to the Board
of the Company as directors,
10
<PAGE>
which candidates the Board shall use their reasonable best efforts, subject to
their fiduciary duties as directors, to appoint or secure to be appointed to the
Board; provided that such candidates shall initially be Morton L. Mandel and
John C. Colman; provided further that for such time as the aggregate beneficial
ownership of Voting Securities of the Reference Group represents less than 12.5%
of the Total Voting Power, all on a fully diluted basis, such number of
candidates shall be reduced to one, such candidate to be reasonably acceptable
to the Board of the Company; and provided further that if at any time the
aggregate beneficial ownership of Voting Securities of the Reference Group
represents less than 5% of the Total Voting Power, all on a fully diluted basis,
the Shareholders shall no longer have any entitlements to present candidates for
nomination pursuant to this Section 5.1.
(b) For so long as Morton L. Mandel and John C. Colman are directors
of the Company it is agreed that they or the one of them remaining on the Board
of the Company, may appoint Philip S. Sims as their, or his, alternate.
(c) The Company agrees that Morton L. Mandel, John C. Colman and
Philip S. Sims are acceptable to it as directors of the Company and, in the case
of Philip S. Sims, as an alternate director. Any candidate other than Philip S.
Sims proposed as successor to Morton L. Mandel or John C. Colman shall be
subject to the approval of the Board, such approval not to be unreasonably
withheld or delayed.
(d) While he is a director of the Company, John C. Colman will be a
member of the Audit and Remuneration Committees of the Board of the Company.
While they are directors or alternate directors of the Company, at least one of
John C. Colman and Philip S. Sims will be given opportunity to sit on the
standing committees of the Board.
5.2. Registration Rights. The Company agrees that Shareholders shall
have the registration rights set forth in Exhibit A.
5.3. Acquisition for Investment. Each Shareholder acknowledges that
the Ordinary Shares and Preference Shares to be acquired by him under the Merger
Agreement have not been registered under the Securities Act or any State
securities laws and that acquisition of such shares is to be effected pursuant
to an exemption from the registration requirements imposed by such laws. In this
regard, such Shareholder is acquiring such shares to be acquired by him under
the Merger Agreement for his own account and not with a view to, or for sale in
connection with, any distribution thereof in violation of the Securities Act.
Such Shareholder is an "accredited investor" (as defined in Regulation D under
the Securities Act), has sufficient knowledge and experience in financial and
business matters so as to be capable of evaluating the merits and risks of its
investment in such shares and is capable of bearing the economic risks of such
investment.
ARTICLE 6
TERMINATION
11
<PAGE>
6.1. Termination of Agreement. This Agreement shall terminate upon
the occurrence of any of the following:
(a) the written agreement of the Company and Shareholders to
terminate this Agreement;
(b) upon a Person or Persons, together with any other person or
persons acting in concert with him or them, acquiring Voting Securities
representing more than 50% of the Total Voting Power; or
(c) the dissolution, liquidation or winding up of the Company.
6.2. Termination of Article 2. The provisions of Article 2 shall
terminate:
(a) after the later of the fourth anniversary of the date hereof and
such time as the Reference Group beneficially own Restricted Securities
representing less than 20% of the Total Voting Power, all on a fully
diluted basis;
(b) if the candidates properly presented for nomination to the Board
of the Company in accordance with Section 5.1(a) and being able (with the
approval of the Company in the general meeting, if required) and willing to
serve as Directors of the Company, are not appointed and maintained as
directors of the Company other than through any member of the Reference
Group voting against the appointment of such candidates to the Board;
(c) on any dividend payable on the Preference Shares being in arrears
for more than 30 days;
(d) if a breach of covenant takes place under any material borrowing
agreement of the Company and on the ground of that breach the lender or
lenders under that agreement shall state in writing to the Company the
intention promptly to cause the acceleration of the repayment of the loan;
(e) if the Company purchases its own shares or reduces its capital and
as a result any of the Shareholders would be required to make an offer for
any Voting Securities pursuant to Rule 9 of the Takeover Code in the
absence of the termination of one or more provisions of Article 2 (in which
case only those provisions the termination of which is necessary to avoid
such requirement shall be terminated); or
(f) if the Shareholders and the Board are acting in concert for the
purposes of the Takeover Code and any member of the Board, other than the
Shareholders or designees appointed pursuant to Section 5.1, acquires
Voting Securities with the result that the concert parties in the aggregate
would beneficially own Voting Securities carrying more than 29.9% of the
Total Voting Power in the absence of the termination of one or more
12
<PAGE>
provisions of Article 2 (in which case only those provisions the
termination of which is necessary to avoid such requirement shall be
terminated).
ARTICLE 7
MISCELLANEOUS
7.1. Legend.
(a) All certificates representing Restricted Securities subject to
this Agreement shall bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND NEITHER THE SHARES NOR ANY INTEREST
THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION UNDER SUCH ACT IS NOT REQUIRED. THE SHARES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDERS AGREEMENT DATED JANUARY 23,
1996 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY) WHICH
PROVIDES, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON TRANSFER THEREOF.
ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT SHALL BE
VOID."
(b) The Shareholders agree to the entry of stop transfer orders with
the transfer agent and registrar of the stock subject to this Agreement against
transfer of legended stock held by the Shareholders except in compliance with
the requirements of this Agreement.
7.2. Specific Performance. The Shareholders agree that any breach by
any of them of any provision of this Agreement would irreparably injure the
Company and that money damages would be an inadequate remedy therefor.
Accordingly, the Shareholders agree that the Company shall be entitled to one or
more injunctions enjoining any such breach and requiring specific performance of
this Agreement and consent to the entry thereof, in addition to any other remedy
to which the Company is entitled at law or in equity.
7.3. Notices. All notices, requests and other communications to
either party hereunder shall be in writing (including telecopy or similar
writing) and shall be given,
if to the Company, to:
Kenneth Mullen, Esq.
Farnell Electronics PLC
Farnell House
Sandbeck Way, Wetherby
West Yorkshire LS22 4DH
13
<PAGE>
England
Telecopier: 011-44-1937-580-070
with a copy to:
Chris Mayer, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telecopier: (212) 450-4800
if to Shareholders, to:
c/o Parkwood Corporation
P.O. Box 6609
4500 Euclid Avenue
Cleveland, Ohio 44101
Telecopier: (216) 391-0155
with a copy to:
William P. Ritchie, Esq.
Jones, Day, Reavis, Pogue
77 West Wacker
Chicago, Illinois 60601-1692
Telecopier: (312) 782-8585
or such other address or telecopier number as such party may hereafter specify
for the purpose by notice to the other party hereto. Each such notice, request
or other communication shall be effective when delivered at the address
specified in this Section 7.3.
7.4. Amendments; No Waivers.
(a) Any provision of this Agreement may be amended or waived if, and
only if, such amendment or waiver is in writing and signed, in the case of an
amendment, by the Shareholders and the Company, or in the case of a waiver, by
the party against whom the waiver is to be effective.
(b) No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
14
<PAGE>
7.5. Expenses. Except as otherwise provided herein and in Exhibit A
hereto, all costs and expenses incurred in connection with this Agreement shall
be paid by the party incurring such cost or expense.
7.6. Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that none of the parties may assign,
delegate or otherwise transfer any of their rights or obligations under this
Agreement without the written consent of the other party hereto. Neither this
Agreement nor any provision hereof is intended to confer upon any Person other
than the parties hereto any rights or remedies hereunder.
7.7. Counterparts; Effectiveness. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Agreement shall become effective when each party hereto shall have received a
counterpart hereof signed by the other party hereto.
7.8. Entire Agreement. This Agreement and the Registration Rights
Agreement (and all exhibits thereto) constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior
agreements, understandings and negotiations, both written and oral, between the
parties with respect thereto. No representation, inducement, promise,
understanding, condition or warranty not set forth herein or therein has been
made or relied upon by any of the parties hereto.
7.9. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York without regard to the
conflict of laws rules of such states.
7.10. Jurisdiction. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this Agreement may be
brought against any of the parties in the courts of the State of New York, or,
if a party has or can acquire jurisdiction, in the United States District Court
for the Southern District of New York, and each of the parties hereby consents
to the jurisdiction of such courts (and of the appropriate appellate courts) in
any such action or proceeding and waives any obligation to venue laid therein.
Process in any such action or proceeding may be served on any party anywhere in
the world, whether within or without the State of New York.
7.11. Effective Time. This Agreement shall become effective at the
Effective Time.
15
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
Farnell Electronics PLC
By: /s/ H. Poulson
---------------------
Name: H. Poulson
Title: CEO
/s/ Jack N. Mandel
------------------------
Name: Jack N. Mandel
/s/ Joseph C. Mandel
------------------------
Name: Joseph C. Mandel
/s/ Morton L. Mandel
------------------------
Name: Morton L. Mandel
Jack N. Mandel Revocable Trust
By: /s/ Joseph C. Mandel
----------------------
Name: Joseph C. Mandel
Title: Trustee
By: /s/ Morton L. Mandel
----------------------
Name: Morton L. Mandel
Title: Trustee
<PAGE>
Joseph C. Mandel Revocable Trust
By: /s/ Jack N. Mandel
----------------------
Name: Jack N. Mandel
Title: Trustee
By: /s/ Morton L. Mandel
----------------------
Name: Morton L. Mandel
Title: Trustee
Morton L. Mandel Revocable Trust
By: /s/ Jack N. Mandel
----------------------
Name: Jack N. Mandel
Title: Trustee
By: /s/ Joseph C. Mandel
----------------------
Name: Joseph C. Mandel
Title: Trustee
Florence Mandel Revocable Trust
By: /s/ Joseph C. Mandel
----------------------
Name: Joseph C. Mandel
Title: Trustee
<PAGE>
Barbara A. Mandel Revocable Trust
By: /s/ Morton L. Mandel
----------------------
Name: Morton L. Mandel
Title: Trustee
<PAGE>
Schedule 1
----------
Shareholders Agreement
Jack N. Mandel
Joseph C. Mandel
Morton L. Mandel
Jack N. Mandel Revocable Trust created by the Jack N. Mandel Revocable Trust
Agreement, originally dated August 27, 1976, as amended
Joseph C. Mandel Revocable Trust created by the Joseph C. Mandel Revocable Trust
Agreement, originally dated September 27, 1976, as amended
Morton L. Mandel Revocable Trust created by the Morton L. Mandel Revocable Trust
Agreement, originally dated September 14, 1977, as amended
Florence Mandel Revocable Trust created by the Florence Mandel Revocable Trust
Agreement, originally dated August 17, 1978, as amended
Barbara A. Mandel Revocable Trust created by the Barbara A. Mandel Revocable
Trust Agreement, originally dated December 16, 1977, as amended
<PAGE>
Schedule 2
----------
Shareholders Agreement
<TABLE>
<CAPTION>
Name of Related Party No. of Related
--------------------- Party Securities
----------------
<S> <C>
Jack N. Mandel Annuity Trust created by the Jack N. Mandel 165,847
Annuity Trust Agreement dated December 8, 1976 (f/b/o
Sheldon Lee Mandel)
Joseph C. Mandel irrevocable Trust created by the Agreement 1,554,839
dated September 16, 1963 (f/b/o Penni Weinberg, Michele
Beyer and Robert Christopher Beyer)
Penni M. Weinberg revocable Trust created by the Penni M. 32,107
Weinberg revocable Trust Agreement originally dated March
16, 1983
Michele M. Beyer revocable Trust created by the Michele M. 42,739
Beyer revocable Trust Agreement originally dated May 20,
1983, as amended
Lawrence R. Beyer revocable Trust created by the Agreement 9,832
originally dated May 20, 1983
Stephen J. Weinberg revocable Trust created by the Agreement 1,263
originally dated March 16, 1983
Morton L. Mandel irrevocable Trust created by the Agreement 2,176,578
dated December 16, 1963 (f/b/o Amy Mandel, Thomas
Mandel and Stacy Petricig)
Joseph C. Mandel irrevocable Trust created by the Agreement 185,964
for the benefit of Pamela, Jennifer and Stephanie Weinberg
and Robert, Anthony and Timothy Beyer dated December 4,
1978
Morton L. Mandel irrevocable Trusts created by the Trust 3,591
Agreements dated December 8, 1990 and August 28, 1993
(f/b/o Daniela Lee Mandel, Alicia Jackelin Rose Mandel and
Wilson Mandel Petricig)
Mandel Associated Foundations -- Jack N. and Lilyan Mandel 1,485,584
Fund
Mandel Associated Foundations -- Joseph C. and Florence 1,208,907
Mandel Fund
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Mandel Associated Foundations -- Morton L. and Barbara 1,148,849
Mandel Fund
The Jack N. and Lilyan Mandel Foundation, including The 4,880,479
Lilyan Mandel Fund of the Jack N. and Lilyan Mandel
Foundation
The Joseph and Florence Mandel Foundation 1,856,420
Morton and Barbara Mandel Family Foundation 2,422,541
</TABLE>
