UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
John A. Marzulli, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
December 6, 1999
(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 |_|.
(Page 1 of 13 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jack N. Mandel
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
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X (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) OO
--------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization United States
--------------------------------
Number of (7) Sole Voting Power 70,243
Shares -------------------------------
Beneficially -------------------------------------------------------
Owned by (8) Shared Voting Power 52,215,825
Each -----------------------------
Reporting -------------------------------------------------------
Person (9) Sole Dispositive Power 70,243
With -------------------------
(10) Shared Dispositive Power 52,215,825
-------------------------
-------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 52,286,068
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
X
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(13) Percent of Class Represented by Amount in Row (11)
18.0%
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(14) Type of Reporting Person (See Instructions) IN
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(Page 2 of 13 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph C. Mandel
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
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X (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) OO
--------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization United States
--------------------------------
Number of (7) Sole Voting Power 130,953
Shares -------------------------------
Beneficially -------------------------------------------------------
Owned by (8) Shared Voting Power 53,369,299
Each -----------------------------
Reporting -------------------------------------------------------
Person (9) Sole Dispositive Power 130,953
With -------------------------
(10) Shared Dispositive Power 55,794,750
-------------------------
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 55,925,703
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
X
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(13) Percent of Class Represented by Amount in Row (11)
19.4%
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(14) Type of Reporting Person (See Instructions) IN
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(Page 3 of 13 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Morton L. Mandel
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
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X (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) OO
--------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization United States
--------------------------------
Number of (7) Sole Voting Power 61,322
Shares -------------------------------
Beneficially -------------------------------------------------------
Owned by (8) Shared Voting Power 53,300,600
Each -----------------------------
Reporting -------------------------------------------------------
Person (9) Sole Dispositive Power 61,322
With -------------------------
(10) Shared Dispositive Power 56,668,514
-------------------------
-------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 56,729,837
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
X
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(13) Percent of Class Represented by Amount in Row (11)
19.4%
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(14) Type of Reporting Person (See Instructions) IN
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(Page 4 of 13 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jack N. Mandel Revocable Trust
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
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X (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) OO
--------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization Ohio
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Number of (7) Sole Voting Power 0
Shares -------------------------------
Beneficially -------------------------------------------------------
Owned by (8) Shared Voting Power 12,461,107
Each -----------------------------
Reporting -------------------------------------------------------
Person (9) Sole Dispositive Power 0
With -------------------------
(10) Shared Dispositive Power 12,461,107
-------------------------
-------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,461,107
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
4.5%
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(14) Type of Reporting Person (See Instructions) OO
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(Page 5 of 13 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph C. Mandel Revocable Trust
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
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X (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) OO
--------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization Ohio
--------------------------------
Number of (7) Sole Voting Power 0
Shares -------------------------------
Beneficially -------------------------------------------------------
Owned by (8) Shared Voting Power 9,156,531
Each -----------------------------
Reporting -------------------------------------------------------
Person (9) Sole Dispositive Power 0
With -------------------------
(10) Shared Dispositive Power 9,156,531
-------------------------
-------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 9,156,531
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
3.3%
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(14) Type of Reporting Person (See Instructions) OO
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(Page 6 of 13 Pages)
<PAGE>
CUSIP No. 740-50U-206 SCHEDULE 13D
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Morton L. Mandel Revocable Trust
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
|_| (a)
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X (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) OO
--------------------------------
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization Ohio
--------------------------------
Number of (7) Sole Voting Power 0
Shares -------------------------------
Beneficially -------------------------------------------------------
Owned by (8) Shared Voting Power 14,127,731
Each -----------------------------
Reporting -------------------------------------------------------
Person (9) Sole Dispositive Power 0
With -------------------------
(10) Shared Dispositive Power 14,127,731
-------------------------
-------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 14,127,731
----------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
5.1%
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(14) Type of Reporting Person (See Instructions) OO
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(Page 7 of 13 Pages)
<PAGE>
CUSIP NO. 740-50U-206 SCHEDULE 13D
This Amendment No. 2 amends the Statement on Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange Commission on January 9,
1998, and subsequently amended on January 28, 1998, by Jack N. Mandel, Joseph C.
Mandel, Morton L. Mandel, the Jack N. Mandel Revocable Trust, the Joseph C.
Mandel Revocable Trust and the Morton L. Mandel Revocable Trust. This Amendment
No. 2 to Schedule 13D relates to 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. The following amendments to Items Two, Four, Five and Seven of the Schedule
13D are hereby made. Unless otherwise defined herein, all capitalized terms
shall have the meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
Item Two of the Schedule 13D is hereby supplemented by the addition of
the following:
The Joseph C. Mandel Revocable Trust is a trust formed under the laws
of the State of Ohio for the benefit of Joseph C. Mandel, of which Jack N.
Mandel and Morton L. Mandel are co-trustees and in which Joseph C. Mandel
retains a reversionary interest (the "Joseph Revocable Trust"). The Joseph
Revocable Trust's address is: c/o Parkwood Corporation, 2829 Euclid Avenue,
Cleveland, Ohio 44115.
In addition, the term "Revocable Trusts," as it is used throughout the
Schedule 13D, shall be deemed to include the Joseph Revocable Trust, as well as
the Jack Revocable Trust and the Morton Revocable Trust.
The address of each of the registrants is hereby amended to read
c/o Parkwood Corporation
2829 Euclid Avenue
Cleveland, Ohio 44115
Item 4. Purpose of Transaction.
Item Four of the Schedule 13D is hereby supplemented by the addition
of the following:
(Page 8 of 13 Pages)
<PAGE>
CUSIP NO. 740-50U-206 SCHEDULE 13D
On July 1, 1998, Mr. Morton Mandel, who had been responsible for
executive supervision of the Company's day-to-day operations pending the
appointment of a new Chief Executive, relinquished those duties. Mr. John Hirst
was appointed as Chief Executive of the Company on the same day.
On June 16, 1999, Mr. John C. Colman resigned from the Board of
Directors of the Company. In accordance with the Shareholders Agreement
described in Item Six of the Schedule 13D, the Shareholders Agreement
Shareholder Parties appointed Mr. Patrick F. Sullivan to replace Mr. Colman on
the Board of Directors. See Item Six of the Schedule 13D. Mr. Sullivan's
appointment was effective as of July 5, 1999.
Item 5. Interest in Securities of the Issuer.
Item Five of the Schedule 13D is hereby amended and restated in its
entirety as follows:
The Share information listed in this Item Five relates to the Shares
discussed in Item One and includes that number of Shares that each Reporting
Person has the right to acquire upon conversion by such Reporting person 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 52,286,068
(18,648,810) Shares, representing approximately 18.0% of the Shares issued and
outstanding at December 1, 1999, with respect to 70,243 (31,731) Shares of which
Mr. Mandel has sole voting and dispositive power and 52,215,825 (18,617,079)
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:
12,461,107 (3,080,553) Shares held in the Jack Revocable Trust in which Mr.
Mandel retains a reversionary interest; 6,561,493 (2,982,487) Shares held as
co-trustee and President of The Jack N. and Lilyan Mandel Foundation; 239,776
(108,986) Shares held as co-trustee with Morton L. Mandel of trusts established
by Joseph C. Mandel for the benefit of his grandchildren; 5,550 (2,524) Shares
held as co-trustee with Joseph C. Mandel of trusts established by Morton L.
Mandel for the benefit of his grandchildren; 2,971,821 (2,971,821) Shares held
as co-trustee of trusts established by Mr. Joseph C. Mandel for the benefit of
his children and their families; 9,156,531 (2,091,563) Shares held as co-trustee
of the Joseph Revocable Trust; 14,127,731 (4,337,423) Shares held as co-trustee
of the Morton Revocable Trust; 2,872,524 (1,305,688) Shares held as co-trustee
of The Joseph C. and Lilyan Family Foundation; and 3,819,294 (1,736,036) Shares
held as co-trustee of The Morton L. and Barbara Mandel Family Foundation.
(Page 9 of 13 Pages)
<PAGE>
CUSIP NO. 740-50U-206 SCHEDULE 13D
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
(individually, an "MSF" and collectively, the "MSFs"). Jack N. Mandel may be
deemed to beneficially own 7,004,295 (5,767,329) Shares held by the MSF - Jack
N. and Lilyan Mandel Fund; 5,506,945 (4,486,615) Shares held by the MSF - Joseph
C. and Florence Mandel Fund; and 5,598,789 (4,629,149) Shares held by the MSF -
Morton L. and Barbara Mandel. Pursuant to Rule 13d-4, Jack N. Mandel disclaims
beneficial ownership of all 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.
The right to dividends on Shares, if any, in each case rests with the
beneficiaries of the trust, Foundation or MSF that owns such Shares.
2. Joseph C. Mandel may be deemed the beneficial owner of 55,925,703
(17,148,209) Shares, representing approximately 19.4% of the Shares issued and
outstanding at December 1, 1999 with respect to 130,953 (59,327) Shares of which
Mr. Mandel has sole voting and dispositive power, 53,369,299 (15,986,409) Shares
of which Mr. Mandel has shared voting power and 55,794,750 (17,088,882) 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: 9,156,531
(2,091,563) Shares held in the Joseph Revocable Trust in which Mr. Mandel
retains a reversionary interest; 2,425,451 (1,102,473) 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 Family
Foundation; 3,374,768 (0) Shares held as trustee of the Florence Mandel
Revocable Trust; 5,550 (2,524) Shares held as co-trustee with Jack N. Mandel of
a trust established by Morton L. Mandel for the benefit of his grandchildren;
12,461,107 (3,080,553) Shares held as co-trustee of the Jack Revocable Trust;
14,127,731 (4,337,423) Shares held as co-trustee of the Morton Revocable Trust;
6,561,493 (2,982,487) Shares held as co-trustee of the Jack N. and Lilyan Mandel
Foundation; 990,302 (450,136) Shares held as co-trustee of the Lilyan Mandel
Fund; and 3,819,294 (1,736,036) Shares held as co-trustee of the Morton L. and
Barbara Mandel Family Foundation.
Joseph C. Mandel may be deemed to beneficially own Shares held by the
MSFs. Joseph C. Mandel may be deemed to beneficially own 5,506,945 (4,486,615)
Shares held by the MSF - Joseph C. and Florence Mandel Fund; 7,004,295
(5,767,329) Shares held by the MSF - Jack N. and Lilyan Mandel Fund; and
5,598,789 (4,629,149) Shares held by the MSF - Morton L. and Barbara Mandel
Fund. Pursuant to Rule 13d-4, Joseph C. Mandel disclaims beneficial ownership of
all 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.
(Page 10 of 13 Pages)
<PAGE>
CUSIP NO. 740-50U-206 SCHEDULE 13D
The right to dividends on Shares, if any, in each case rests with the
beneficiaries of the trust, Foundation or MSF that owns such Shares.
3. Morton L. Mandel may be deemed the beneficial owner of 56,729,837
(20,668,697) Shares, representing approximately 19.4% of the Shares issued and
outstanding at December 1, 1999, with respect to 61,322 (27,676) Shares of which
Mr. Mandel has sole voting and dispositive power, 53,300,600 (19,110,156) Shares
of which Mr. Mandel has shares voting power and 56,668,514 (20,641,020) 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: 14,127,731
(4,337,423) Shares held in the Morton Revocable Trust in which Mr. Mandel
retains a reversionary interest; 3,819,294 (1,736,036) Shares held as co-trustee
and President of the Morton and Barbara Mandel Family Foundation; 100,023
(45,465) Shares held as trustee of the Barbara Mandel Revocable Trust; 3,367,914
(1,530,864) 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; 239,776 (108,986) Shares held as co-trustee with
Jack N. Mandel of trusts established by Joseph C. Mandel for the benefit of his
grandchildren; 2,971,821 (2,971,821) Shares held as co-trustee of trusts
established by Mr. Joseph C. Mandel for the benefit of his children and their
families; 12,461,107 (3,080,553) Shares held as co-trustee of the Jack Revocable
Trust; 9,156,531 (2,091,563) Shares held as co-trustee of the Joseph Revocable
Trust; 6,561,493 (2,982,487) Shares held as co-trustee of the Jack N. and Lilyan
Mandel Foundation; 990,302 (450,136) Shares held as co-trustee of the Lilyan
Mandel Fund; and 2,872,524 (1,305,688) Shares held as co-trustee of the Joseph
C. and Florence Mandel Family Foundation.
Morton L. Mandel may be deemed to beneficially own Shares held by the
MSFs. Morton L. Mandel may be deemed to beneficially own 5,598,789 (4,629,149)
Shares held by the MSF - Morton L. and Barbara Mandel Fund; 7,004,295
(5,767,329) Shares held by the MSF - Jack N. and Lilyan Mandel Fund; and
5,506,945 (4,486,615) Shares held by the MSF - Joseph C. and Florence 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.
The right to dividends on Shares, if any, in each case rests with the
beneficiaries of the trust, Foundation or MSF that owns such Shares.
4. The Jack Revocable Trust may be deemed the beneficial owner of
12,461,107 (3,080,553) Shares, representing approximately 4.5% of the Shares
issued and outstanding as of December 1, 1999, 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,
(Page 11 of 13 Pages)
<PAGE>
CUSIP NO. 740-50U-206 SCHEDULE 13D
the co-trustees of the Jack Revocable Trust and with Jack N. Mandel who retains
a reversionary interest in the trust.
5. The Joseph Revocable Trust may be deemed the beneficial owner of
9,156,531 (2,091,563) Shares, representing approximately 3.3% of the Shares
issued and outstanding as of December 1, 1999, with respect to none of which
Shares the Joseph Revocable Trust has sole voting and dispositive power and with
respect to all of which the Joseph Revocable Trust has shared voting and
dispositive power with Jack N. Mandel and Morton L. Mandel, the co-trustees of
the Joseph Revocable Trust and with Joseph N. Mandel who retains a reversionary
interest in the trust.
6. The Morton Revocable Trust may be deemed the beneficial owner of
14,127,731 (4,337,423) Shares, representing approximately 5.1% of the Shares
issued and outstanding as of December 1, 1999, 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 Joseph C. Mandel and Jack N. 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 80,846,830 (36,747,844) Shares, representing approximately
26.2% of the Shares issued and outstanding at December 1, 1999, after
eliminating any duplicative ownership reflected in the foregoing response to
this Item Five. 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.
On December 6, 1999, the Jack Revocable Trust donated 750,000
Convertible Preference Share ADRs to the MSF - Jack N. and Lilyan Mandel Fund.
On December 6, 1999, the Morton Revocable Trust donated 750,000 Convertible
Preference Share ADRs to the MSF - Morton L. and Barbara Mandel Fund. On
December 6, 1999, the Joseph Revocable Trust donated 750,000 Convertible
Preference Share ADRs to the MSF - Joseph C. and Florence Mandel Fund. Share
amounts listed throughout this Schedule 13D reflect these December 6, 1999
gifts. None of the Reporting Persons have effected any other transactions in
Shares during the preceding sixty days.
Item 7. Material to be Filed as Exhibits
Exhibit (1) Revised Joint Filing Agreement
Exhibit (2)(A) Power of Attorney
Exhibit (2)(B) Power of Attorney
(Page 12 of 13 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.
Dated: December 8, 1999 JACK N. MANDEL
JOSEPH C. MANDEL
MORTON L. MANDEL
JACK N. MANDEL REVOCABLE TRUST
By: Joseph C. Mandel,
Trustee
By: Morton L. Mandel,
Trustee
JOSEPH C. MANDEL REVOCABLE TRUST
By: Jack N. Mandel,
Trustee
By: Morton L. Mandel,
Trustee
MORTON L. MANDEL REVOCABLE TRUST
By: Jack N. Mandel,
Trustee
By: Joseph C. Mandel,
Trustee
Signed on his own behalf and on behalf of
the other signatories hereto pursuant to a
power of attorney
By: /s/ Morton L. Mandel
----------------------------------------
Morton L. Mandel
(Page 13 of 13 Pages)
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
(1) Joint Filing Agreement
(2)(A) Power of Attorney
(2)(B) Power of Attorney
<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 6th day of December, 1999.
JACK N. MANDEL
JOSEPH C. MANDEL
MORTON L. MANDEL
JACK N. MANDEL REVOCABLE TRUST
By: Joseph C. Mandel,
Trustee
By: Morton L. Mandel,
Trustee
JOSEPH C. MANDEL REVOCABLE TRUST
By: Jack N. Mandel,
Trustee
By: Morton L. Mandel,
Trustee
MORTON L. MANDEL REVOCABLE TRUST
By: Jack N. Mandel,
Trustee
By: Joseph C. Mandel,
Trustee
Signed on his own behalf and on behalf of the
other signatories hereto pursuant to a power
of attorney
By: /s/ Morton L. Mandel
----------------------------------------
Morton L. Mandel
<PAGE>
EXHIBIT 2(A)
Power of Attorney
The undersigned hereby appoints Morton L. Mandel and Joseph C. Mandel,
and each of them, as attorneys-in-fact for the undersigned, with full power for
and in the name of the undersigned to sign and file with the Securities and
Exchange Commission (the "Commission") any and all documents and schedules, and
any amendments thereto, to be filed with the Commission under the Securities
Exchange Act of 1934 (the "Act") pertaining to the stock of Premier Farnell plc,
including, without limitation, documents to be filed pursuant to Section 13(d)
of the Act, with full power and authority to do and perform any and all acts and
things whatsoever requisite and necessary or desirable in connection therewith,
hereby ratifying and confirming the acts of said attorney.
/s/ Jack N. Mandel Date: December 4, 1999
- ------------------------- ---------------------
Jack N. Mandel
<PAGE>
EXHIBIT 2(B)
Power of Attorney
The undersigned hereby appoints Morton L. Mandel and Jack N. Mandel,
and each of them, as attorneys-in-fact for the undersigned, with full power for
and in the name of the undersigned to sign and file with the Securities and
Exchange Commission (the "Commission") any and all documents and schedules, and
any amendments thereto, to be filed with the Commission under the Securities
Exchange Act of 1934 (the "Act") pertaining to the stock of Premier Farnell plc,
including, without limitation, documents to be filed pursuant to Section 13(d)
of the Act, with full power and authority to do and perform any and all acts and
things whatsoever requisite and necessary or desirable in connection therewith,
hereby ratifying and confirming the acts of said attorney.
/s/ Joseph C. Mandel Date: December 4, 1999
- ------------------------- ---------------------
Joseph C. Mandel Date
