UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Gunther International, Ltd.
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(Name of Company)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
403203 10 2
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(CUSIP Number)
Thomas J. Tisch
667 Madison Avenue
New York, NY 10021
(212) 521-2927
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 24, 1998
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(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of this statement, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 2 of 13 Pages
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- -------- -----------------------------------------------------------------------
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entity Only)
Gunther Partners, LLC
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- -------- -----------------------------------------------------------------------
3
SEC USE ONLY
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4
SOURCE OF FUNDS*
WC
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5
CHECK BOX 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
Delaware
- -------- --------- ------- -----------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES -0-
------- -----------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY 1,801,916
------- -----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
-0-
------- -----------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------ ------- -----------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,801,916
- -------- -----------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.0%
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14
TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 3 of 13 Pages
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- -------- -----------------------------------------------------------------------
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entity Only)
Four Partners
- -------- -----------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- -------- -----------------------------------------------------------------------
3
SEC USE ONLY
- -------- -----------------------------------------------------------------------
4
SOURCE OF FUNDS*
WC
- -------- -----------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- -------- -----------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------ ------- -----------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 115,000
------- -----------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY -0-
------- -----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
115,000
------- -----------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------ ------- -----------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,000
- -------- -----------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
- -------- -----------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
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14
TYPE OF REPORTING PERSON*
PN
- -------- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 4 of 13 Pages
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- -------- -----------------------------------------------------------------------
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entity Only)
Four-Fourteen Partners, LLC
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- -------- -----------------------------------------------------------------------
3
SEC USE ONLY
- -------- -----------------------------------------------------------------------
4
SOURCE OF FUNDS*
WC
- -------- -----------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- -------- -----------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------ ------- -----------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
SHARES 2,599,877
------- -----------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
OWNED BY -0-
------- -----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
2,599,877
------- -----------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------ ------- -----------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,599,877
- -------- -----------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
- -------- -----------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%
- -------- -----------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
OO
- -------- -----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 5 of 13 Pages
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This Statement amends and supplements the Schedule 13D (the "Schedule
13D") of Four Partners, a New York general partnership, filed with the
Securities and Exchange Commission on March 23, 1995, as amended by Amendment
No. 1 dated April 6, 1995, Amendment No. 2 dated June 23, 1995, Amendment No. 3
dated August 24, 1995, Amendment No. 4 dated October 23, 1996 and Amendment No.
5 dated October 7, 1998 (filed jointly with Gunther Partners, LLC, a Delaware
limited liability company ("GP"); Robert Spiegel ("Spiegel"); Richard Spiegel
1987 Trust ("Spiegel Trust"); and Thomas M. Steinberg ("Steinberg")), with
respect to the Common Stock, $.001 par value per share ("Common Stock"), of
Gunther International, Ltd. (the "Company"). Capitalized terms used herein but
not defined herein shall have the meanings ascribed thereto in Amendment No. 5
to the Schedule 13D.
Item 2. Identity and Background.
This statement is being filed by the following entities:
1. GP;
2. FP; and
3. Four-Fourteen Partners, LLC, a Delaware limited liability
company ("4-14P").
GP, FP, and 4-14 P are referred to herein individually as a "Reporting Person"
and collectively as the "Reporting Persons."
On November 17, 1998, GP distributed all Warrants that it held to
its members on a pro rata basis. The members of GP had previously reported
beneficial ownership of their pro rata shares of the Warrants held by GP.
On November 24, 1998, FP transferred 494,189 shares of Common Stock
and Warrants exercisable for 2,105,688 shares of Common Stock to 4-14P. The
transfer from FP to 4-14P was made at the fair market value of the shares of
Common Stock and Warrants.
The members of 4-14P are trusts for the benefit of the offspring
of the Messrs. Tisch, partnerships the partners of which are such trusts and
partnerships the partners of which are such partnerships. The Messrs. Tisch
serve as the trustees of such trusts. Thomas J. Tisch has been appointed the
Manager of 4-14P.
The principal business of 4-14P is investments. The mailing
address of 4-14P is c/o Thomas J. Tisch, 667 Madison Avenue, New York, New York
10021.
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 6 of 13 Pages
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During the last five years, none of the persons or entities named
in this Item 2 has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors), and none of the persons or entities named
in this Item 2 has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in its, his or her being
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 violations with respect to such laws.
By signing this statement, each Reporting Person agrees that this
Statement is filed on its or his behalf. The filing of this statement is not an
admission by any Reporting Person that such Reporting Person and any other
Reporting Person or Reporting Persons constitute a "group" for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or Rule 13d-5 thereunder. Each Reporting Person disclaims
beneficial ownership of any shares of Common Stock owned by any other Reporting
Person, except to the extent that beneficial ownership is expressly reported
herein.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase the securities reported by 4-14P in
Item 5 below were provided from the working capital of 4-14 P. The aggregate
purchase price of such securities was approximately $885,694.
The foregoing amounts do not include the exercise price of the
Warrants. The Reporting Persons would have to pay the Warrant exercise price to
obtain the shares of Common Stock that are issuable upon exercise of Warrants
and that are included among the shares of Common Stock beneficially owned by the
Reporting Persons. The initial exercise price of the Warrants is $1.50 per share
of Common Stock.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the shares of Common Stock and
warrants referred to in Item 5 to obtain a significant equity investment in the
Company. At the present time, but subject to their individual continuing
evaluations of the factors noted below, the Reporting Persons intend to retain
such shares of Common Stock and warrants.
Whether the Reporting Persons purchase any additional shares of
Common Stock or warrants or dispose of any shares of Common Stock or warrants,
and the amount and timing of any such transactions, will depend upon the
Reporting Persons' individual continuing assessments of pertinent factors,
including: the availability of shares of Common Stock and warrants for purchase
at particular price levels; the Company's and the particular Reporting Person's
business and prospects; other business investment opportunities
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 7 of 13 Pages
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available to the particular Reporting Person; economic conditions; stock market
conditions; money market conditions; the attitudes and actions of the Board of
Directors and management of the Company; the availability and nature of
opportunities to dispose of the particular Reporting Person's interest in the
Company; and other plans and requirements of the particular Reporting Person.
Depending upon their individual assessments of these factors from time to time,
each Reporting Person may change its present intentions as stated above,
including determining to acquire additional shares of Common Stock or warrants
(by means of open market or privately negotiated purchases or otherwise) or to
dispose of some or all of the shares of Common Stock or warrants held by each of
them.
Pursuant to the Voting Agreement, Mr. Spiegel and Mr. Steinberg
were elected to the Company's Board of Directors on October 2, 1998 at the
request of GP. Three members of the Board of Directors elected prior to the
transactions contemplated by the Omnibus Agreement continue to serve on the
Board of Directors. GP does not currently intend to request the election of
additional nominees to the Board, but it reserves the right to do so at any
time. Following the election of Mr. Spiegel and Mr. Steinberg to the Board of
Directors, the Board of Directors elected Mr. Steinberg as Chairman of the
Company and Marc Perkins (who was a director prior to the transactions effected
by the Omnibus Agreement) as Vice Chairman and Chief Executive Officer of the
Company. The Board of Directors also intends to appoint a new Chief Financial
Officer.
Except for the election of nominees of GP to the Board of
Directors of the Company as contemplated by the Voting Agreement and the
election of officers of the Company described above, the Reporting Persons do
not have any plans or proposals with respect to any extraordinary corporate
transaction involving the Company or any sale of its assets or any change in its
Board of Directors, management, capitalization, dividend policy, charter or
by-laws, or any other change in its business or corporate structure or with
respect to the delisting or deregistration of any of its securities including,
without limitation, those matters described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D. It should also be noted that GP has been granted
security interests in substantially all of the assets of the Company to secure
repayment of the Loans and other obligations. If the Company is unable to repay
the Loans, GP would be permitted to sell such assets in order to satisfy the
Company's obligation to repay the Loans.
Item 5. Interest in Securities of the Company.
(a) Set forth in the table below is the aggregate number of shares
of Common Stock beneficially owned as of the date hereof by each person or
entity named in Item 2 above, together with the percentage of outstanding shares
of Common
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 8 of 13 Pages
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Stock which is beneficially owned by each such person or entity. The
ownership percentages set forth in the table below are based on 4,291,269 shares
of Common Stock having been outstanding prior to the transactions contemplated
by the Omnibus Agreement, which information was reported as of July 6, 1998 in
the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31,
1998, and the issuance to GP pursuant to the Omnibus Agreement of Warrants which
would be exercisable on the date hereof for 2,591,616 Warrant Shares (the
Warrants are not exercisable until January 1, 1999; the maximum number of
Warrant Shares issuable upon exercise of the Warrants may increase or decrease
depending on the number of pro forma, full diluted shares of Common Stock, as
described in Item 6 of Amendment No. 5 to the Schedule 13D). The percentages of
the outstanding shares of Common Stock owned by each of the persons listed below
and the percentage of the outstanding shares of Common Stock owned by all of
such persons in the aggregate have been calculated in accordance with Rule 13d-3
under the Exchange Act to reflect ownership of shares of Common Stock issuable
upon exercise of outstanding warrants. As provided in such Rule, shares of
Common Stock issuable to any person upon exercise of its, his or her warrants
(or issuable to all such persons in the aggregate) are deemed to be outstanding
for the purpose of calculating such person's beneficial ownership (or all such
persons' aggregate beneficial ownership) but not any other person's beneficial
ownership.
<TABLE>
<CAPTION>
Shares of IPO Voting
Name of Reporting Common Warrant Warrant Agreement Total Pct.
Person Stock Shares Shares Shares Shares Outstanding
-------- ------- ------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
GP (1) 0 0 0 1,801,916 (2) 1,801,916 41.0%
FP (3) 0 115,000 0 0 115,000 2.5%
4-14 P(4) 494,189 2,105,688 0 2,599,877 40.6%
Andrew H. Tisch (3)(4) 0 0 0 0 0 0%
Daniel R. Tisch (3)(4) 0 0 0 0 0 0%
James S. Tisch (3)(4) 0 0 0 0 0 0%
Thomas J. Tisch (3)(4) 0 0 0 0 0%
=======================================================================================
494,189 115,000 2,105,688 1,801,916 4,516,793 68.3%
=======================================================================================
</TABLE>
(1) By virtue of their status as members of GP, FP, Mr. Spiegel, Spiegel
Trust and Mr. Steinberg may be deemed to have beneficial ownership of
securities owned by GP.
(2) Shares for which the holders have agreed pursuant to the Voting
Agreement to vote for the nominees of GP for election to the Board of
Directors of the Company. Includes 105,734 shares issuable upon
exercise of warrants.
(3) By virtue of their status as partners of FP, the Tisch Trusts may be
deemed to have beneficial ownership of the securities owned by FP. By
virtue of their status as managing trustees of the trusts which are the
general
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 9 of 13 Pages
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partners of FP, the Messrs. Tisch may be deemed to have beneficial
ownership of the securities owned by FP.
(4) By virtue of their status as trustees of the trusts which are members
of 4-14P, partners of the partnerships that are members of 4-14P and
partners of the partnerships that are partners of the partnerships that
are members of 4-14P, the Messrs. Tisch may be deemed to have
beneficial ownership of the securities owned by 4-14P.
(b) Set forth in the table below is information with respect
to the number of shares of Common Stock beneficially owned as of the date hereof
by each person or entity named in Item 2 above, indicating, with respect to such
shares of Common Stock, whether each such person has the sole power to vote or
direct the vote or shared power to vote or direct the vote and sole power to
dispose or direct the disposition or shared power to dispose or direct the
disposition.
<TABLE>
<CAPTION>
Power to Dispose
Name of Power to Vote or or Direct the
Reporting Person Direct the Vote Disposition
---------------- ----------------- ------------------
Sole Shared Sole Shared
---- ------ ---- ------
<S> <C> <C> <C> <C>
GP (1) 0 1,801,916(2) 0 0
FP (3) 115,000 0 115,000 0
4-14P 2,599,877 2,599,877
Andrew H. Tisch (3)(4) 0 0 0 0
Daniel R. Tisch (3)(4) 0 0 0 0
James S. Tisch (3)(4) 0 0 0 0
Thomas J. Tisch (3)(4) 0 0 0 0
</TABLE>
(1) By virtue of their status as members of GP, FP, Mr. Spiegel, Spiegel
Trust and Mr. Steinberg may be deemed to have beneficial ownership of
securities owned by GP.
(2) Shares for which the holders have agreed pursuant to the Voting
Agreement to vote for the nominees of GP for election to the Board of
Directors of the Company. Includes 105,734 shares issuable upon
exercise of warrants.
(3) By virtue of their status as partners of FP, the Tisch Trusts may be
deemed to have indirectly shared power to vote or direct the vote of
the securities owned by FP and indirectly shared power to dispose or
direct the disposition of the securities owned by FP. By virtue of
their status as managing trustees of the trusts which are the general
partners of FP, the Messrs. Tisch may be deemed to have indirectly
shared power to vote or direct the vote
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 10 of 13 Pages
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of the securities owned by FP and indirectly shared power to dispose or
direct the disposition of the securities owned by FP.
(4) By virtue of their status as trustees of the trusts which are members
of 4-14P, partners of the partnerships that are members of 4-14P and
partners of the partnerships that are partners of the partnerships that
are members of 4-14P, the Messrs. Tisch may be deemed to have
indirectly shared power to vote or direct the vote of the securities
owned by 4-14P and indirectly shared power to dispose or direct the
disposition of the securities owned by 4-14P.
(c) The only transactions in the Common Stock effected by the
Reporting Persons during the sixty days preceding the date hereof were (i) the
distribution on November 17, 1998 by GP to its members on a pro rata basis of
all of the Warrants held by GP and (ii) the sale by FP on November 24, 1998 to
4-14P in a privately negotiated transaction of 494,189 shares of Common Stock at
a price of $1.225 per share and Warrants exercisable on the date hereof for an
aggregate of 2,105,688 Warrant Shares at a price of $0.1331 per Warrant Share.
None of the other persons or entities named in Item 2 above effected any other
transactions in the Common Stock during the 60 days preceding the date hereof.
(d) No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the persons and entities
named in Item 2 above.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Company.
In connection with the distribution by GP of the Warrants, the
members of GP and 4-14P succeeded to all of the rights and obligations of GP
under the Warrant Agreement, the Registration Rights Agreement and the Voting
Agreement.
Item 7. Material to be filed as Exhibits.
Exhibit 1. Agreement regarding the joint filing of this Statement.
Exhibit 2. Agreement (Omnibus Agreement) dated as of October 2, 1998 between
the Company, the Geneen Estate, BankBoston, N.A. and GP is
incorporated herein by reference to Exhibit 99.2 to the Current
Report on Form 8-K of the Company dated October 7, 1998.
Exhibit 3. Loan and Security Agreement dated as of October 2, 1998 between
the Company and GP is incorporated
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 11 of 13 Pages
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herein by reference to Exhibit 99.5 to the Current Report on Form
8-K of the Company dated October 7, 1998.
Exhibit 4. Warrant Agreement dated as of October 2, 1998 between the Company
and GP is incorporated herein by reference to Exhibit 99.10 to the
Current Report on Form 8-K of the Company dated October 7, 1998.
Exhibit 5. Form of Warrant. (Attached to the Warrant Agreement as
Exhibit A.)
Exhibit 6. Registration Rights Agreement dated as of October 2, 1998 between
the Company and GP is incorporated herein by reference to Exhibit
99.11 to the Current Report on Form 8-K of the Company dated
October 7, 1998.
Exhibit 7. Voting Agreement dated as of October 2, 1998 between the Company,
GP, the Geneen Estate, Park Investment Partners and Gerald H.
Newman is incorporated herein by reference to Exhibit 99.12 to the
Current Report on Form 8-K of the Company dated October 7, 1998.
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 12 of 13 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
December 10, 1998 GUNTHER PARTNERS, LLC
By /s/ Thomas J. Tisch
--------------------------------
Thomas J. Tisch, Manager
FOUR PARTNERS
By /s/ Thomas J. Tisch
--------------------------------
Thomas J. Tisch, Manager
FOUR-FOURTEEN PARTNERS, LLC
By /s/ Thomas J. Tisch
--------------------------------
Thomas J. Tisch, Manager
<PAGE>
SCHEDULE 13D
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CUSIP No. 403203 10 2 Page 13 of 13 Pages
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EXHIBIT INDEX
Exhibit 1. Agreement regarding the joint filing of this Statement.
Exhibit 2. Agreement (Omnibus Agreement) dated as of October 2, 1998 between
the Company, the Geneen Estate, BankBoston, N.A. and GP is
incorporated herein by reference to Exhibit 99.2 to the Current
Report on Form 8-K of the Company dated October 7, 1998.
Exhibit 3. Loan and Security Agreement dated as of October 2, 1998 between
the Company and GP is incorporated herein by reference to Exhibit
99.5 to the Current Report on Form 8-K of the Company dated
October 7, 1998.
Exhibit 4. Warrant Agreement dated as of October 2, 1998 between the Company
and GP is incorporated herein by reference to Exhibit 99.10 to the
Current Report on Form 8-K of the Company dated October 7, 1998.
Exhibit 5. Form of Warrant. (Attached to the Warrant Agreement as Exhibit A.)
Exhibit 6. Registration Rights Agreement dated as of October 2, 1998 between
the Company and GP is incorporated herein by reference to Exhibit
99.11 to the Current Report on Form 8-K of the Company dated
October 7, 1998.
Exhibit 7. Voting Agreement dated as of October 2, 1998 between the Company,
GP, the Geneen Estate, Park Investment Partners and Gerald H.
Newman is incorporated herein by reference to Exhibit 99.12 to the
Current Report on Form 8-K of the Company dated October 7, 1998.
<PAGE>
Exhibit 1
AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree that Amendment No. 6 to
the Schedule 13D dated December 10, 1998 relating to the Common Stock, par value
$0.001 per share, of Gunther International, Ltd., as the same may be amended
from time to time hereafter, is being filed with the Securities and Exchange
Commission on behalf of each of them.
Dated: December 10, 1998
GUNTHER PARTNERS, LLC
By /s/ Thomas J. Tisch
--------------------------------
Thomas J. Tisch, Manager
FOUR PARTNERS
By /s/ Thomas J. Tisch
--------------------------------
Thomas J. Tisch, Manager
FOUR PARTNERS, LLC
By /s/ Thomas J. Tisch
--------------------------------
Thomas J. Tisch, Manager
