SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 9
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PERSONNEL MANAGEMENT, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
71534B-10-1
(CUSIP Number)
Don R. Taylor Mark B. Barnes
Personnel Management, Inc. David B. Millard
1499 Windhorst Way, Ste. 100 1400 First Indiana Plaza
Greenwood, IN 46143 135 North Pennsylvania Street
Indianapolis, IN 46204
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 1998
(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 71534B-10-1
- ------ ------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. Of Above Person
Don R. Taylor
- ------ ------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a)
(b)
- ------ ------------------------------------------------------------------------
3. SEC Use Only
- ------ ------------------------------------------------------------------------
4. Source of Funds*
OO
- ------ -------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e)
- ------ ------------------------------------------------------------------------
6. Citizenship or Place of Organization
USA
- ------ ------------------------------------------------------------------------
7. Sole Voting Power
0 [See Item 6]
Number of Shares
Beneficially Owned 8. Shared Voting Power
by Each Reporting 619,805 [See Item 6]
Person With
9. Sole Dispositive Power
619,805
10. Shared Dispositive Power
0
- ------ ------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 627,305
[Includes 7,500 shares that may be acquired pursuant to stock options]
- ------ ------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- ------ ------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
30.5%
- ------ ------------------------------------------------------------------------
14. Type of Reporting Person*
IN
- ------ ------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 71534B-10-1
- ------ ------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. Of Above Person
Carolyn Taylor
- ------ ------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a)
(b)
- ------ ------------------------------------------------------------------------
3. SEC Use Only
- ------ ------------------------------------------------------------------------
4. Source of Funds*
N/A
- ------ ------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e)
- ------ ------------------------------------------------------------------------
6. Citizenship or Place of Organization
USA
- ------ ------------------------------------------------------------------------
7. Sole Voting Power
202,884
Number of Shares
Beneficially Owned 8. Shared Voting Power
by Each Reporting 0
Person With
9. Sole Dispositive Power
186,550
10. Shared Dispositive Power
16,334
- ------ ------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
202,884
- ------ ------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
- ------ ------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
9.9%
- ------ ------------------------------------------------------------------------
14. Type of Reporting Person*
IN
- ------ ------------------------------------------------------------------------
<PAGE>
AMENDMENT NO. 9
to
SCHEDULE 13D
This Amendment No. 9 is being filed to amend Items 2, 5 and 6 of the
Statement on Schedule 13D, dated January 26, 1994, filed by the Reporting
Persons with respect to the Common Stock, no par value, of Personnel Management,
Inc., as amended and restated by Amendment No. 5 thereto dated May 16, 1996
(Item 5 was subsequently amended by Amendment No. 6 thereto, dated December 21,
1996, Amendment No. 7 thereto dated July 23, 1997, and Amendment 8 thereto dated
February 28, 1998). This Amendment No. 9 is being filed to report the sale of
shares by Carolyn Taylor to Don R. Taylor (the "Sale") pursuant to a Stock
Purchase Agreement dated June 15, 1998 (the "Stock Purchase Agreement"), which
Sale results in the cancellation of the restrictions imposed by the Stockholders
Agreement to which Mr. Taylor and Ms. Taylor have been parties and the
dissolution of the group comprised of the parties to the Stockholders Agreement.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 9 is filed on behalf of a Don R. Taylor and Carolyn S.
Taylor, who, prior to the execution of the Stock Purchase Agreement, constituted
the only remaining parties to a Stockholders Agreement dated November 19, 1993.
As a result of the Sale, Carolyn Taylor is no longer subject to the voting
requirements and transfer restrictions of the Stockholders Agreement as
explained in Item 6, and therefore, Mr. Taylor and Ms. Taylor no longer
constitute a group. Each of Mr. Taylor and Ms. Taylor continues to beneficially
own more than five percent of the Issuer's Common Stock as of the date of this
Amendment No. 9 and each will comply with his or her Regulation 13D/G filing
obligations individually, rather than jointly, in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) The beneficial ownership of the Issuer's Common Stock as of June 15,
1998, of each of the Reporting Persons is set forth in the table below. Each of
the Reporting Persons has sole voting and dispositive power with respect to the
shares indicated in the table below, except as indicated in the footnotes.
Name of Number of Shares
Reporting Person Beneficially Owned Percentage*
Don R. Taylor 627,3051 30.5%
Carolyn S. Taylor 202,8842 9.9%
*Percentages are calculated in accordance with Rule 13d-3(d)(1) and reflect
2,048,771 outstanding shares.
<PAGE>
1 Includes 7,500 shares that Mr. Taylor has the right to acquire pursuant to
stock option. Mr. Taylor has entered into a Voting Agreement with DHI
Holdings, Inc. with respect to the voting of the shares in connection with
the Company's proposed merger into a subsidiary of DHI Holdings, Inc. See
Item 6.
2 Includes 16,334 shares that Ms. Taylor is obligated to sell at $9.27 per
share under the Representative's Warrants granted by her to David A. Noyes
& Company.
(c) There have been no transactions in the Common Stock of the Issuer by any of
the Reporting Persons during the sixty days preceding the date of this
Amendment No. 9, except as follows:
Name of Date of Nature of Number Price
Reporting Person Transaction Transaction of Shares Per Share
Don R. Taylor 6/15/98 Private Purchase 24,000 $16.00
Carolyn S. Taylor 6/15/98 Private Sale 24,000 $16.00
On June 16, 1998, Mr. Taylor entered into a Voting Agreement with DHI Holdings,
Inc., with respect to the voting of the shares held by him in connection with
the Issuer's proposed merger into a subsidiary of DHI Holdings, Inc. See Item 6.
<PAGE>
(d) No person other than the Reporting Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock beneficially owned by the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Issuer and the Reporting Persons (who owned substantially all of the
Common Stock outstanding immediately prior to the Issuer's initial public
offering ("IPO")) entered into a Stockholders Agreement dated November 19, 1993
(the "Stockholders Agreement"). (As reported in previous amendments to this
Schedule 13D, certain former executive officers of the Issuer and certain other
former and current employees of the Issuer are not longer parties to the
Stockholders Agreement.) As previously described in this Item 6, the
Stockholders Agreement contains certain restrictions with respect to the
transferability of Common Stock by the parties, registration rights granted by
the Issuer with respect to certain shares, and voting arrangements.
Pursuant to the terms of the Stockholders Agreement, restrictions were
imposed upon the transfer and voting of shares of Common Stock held by parties
who were subject to the Stockholders Agreement. The Stockholders Agreement
provided that such restrictions, unless they had expired earlier as provided in
the Stockholders Agreement, would expire in the event Ms. Taylor (and/or her
permitted transferees) ceased to own at least ten percent of the outstanding
Common Stock of the Issuer. As a result of the Sale, Ms. Taylor's beneficial
ownership fell below the ten percent threshold and the restrictions have
expired. Mr. Taylor, as an affiliate, remains subject to the volume and certain
other restrictions for sales pursuant to Rule 144.
Ms. Taylor granted to David A. Noyes & Company, the lead underwriter of the
IPO, warrants to purchase an aggregate of 16,334 of her shares (as adjusted for
a subsequent stock dividend) of Common Stock of the Issuer (the
"Representative's Warrants") which are exercisable for 48 months beginning
January 26, 1995 at an adjusted exercise price equal to $9.27 per share. The
Representative's Warrants provide for adjustment of the exercise price and the
number and type of securities issuable upon exercise if certain events occur,
including the issuance of any Common Stock or other securities convertible into
or exercisable for Common Stock, or if any recapitalization, reclassification,
stock dividend, stock split, stock combination or similar transaction occurs.
The Representative's Warrants provide for certain registration rights for the
securities issuable upon the exercise of the Representative's Warrants.
On June 16, the Issuer, DHI and DHI Sub Corp., an Indiana corporation and a
wholly owned subsidiary of DHI, entered into an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement"), which provides for the merger of the
Issuer with and into DHI Sub Corp. (the "Merger"). The approval of the Issuer's
shareholders is a condition to consummation of the Merger. Simultaneously with
the execution of the Merger Agreement, Mr. Taylor and DHI entered into a Voting
Agreement in which Mr. Taylor agrees to vote all of the shares of Common Stock
held by him in favor of adoption of the Merger Agreement at the Special Meeting
of the Issuer's Shareholders to be called with respect to the proposed Merger.
The Merger Agreement provides for the Issuer to be merged with and into DHI Sub
Corp., with the Issuer surviving the Merger and, as a consequence of the Merger,
becoming a wholly owned subsidiary of DHI. Each share of Common Stock issued and
outstanding immediately prior to the effective time of the Merger will be
exchanged pursuant to the Merger Agreement into $16.00 in cash. The Merger
Agreement provides that unexercised warrants initially granted in connection
with the Issuer's initial public offering and options granted under the Issuer's
stock option plans will be converted into the right to receive the difference
between $16.00 and the exercise price of the warrant or option for each share
covered by the warrants and options.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A -- Agreements Pursuant to Regulation Section
240.13d-1(f) (filed with the original Statement dated January 26,
1994)
Exhibit B -- Power of Attorney and Agency (filed with the
original Statement dated January 26, 1994).
Exhibit C -- Stockholders Agreement dated November 19, 1993. The
copy of this exhibit filed as Exhibit 10.27 to the Issuer's
Registration Statement on Form SB-2 filed December 13, 1993 (as
amended) (No. 33-72872C) is incorporated herein by reference.
Exhibit D -- Form of Warrant granted by Ms. Taylor to Noyes. The
copy of this exhibit filed as Exhibit 10.9 to the Issuer's
Registration Statement on Form SB-2 filed December 13, 1993 (as
amended) (No. 33-72872C) is incorporated herein by reference.
Exhibit E -- Form of Underwriting Agreement among the Issuer, the
Representatives, and Ms. Taylor. The copy of this exhibit filed
as Exhibit 1.1 to the Issuer's Registration Statement on Form
SB-2 filed December 13, 1993 (as amended) (No. 33-72872C) is
incorporated herein by reference.
Exhibit F -- Stock Purchase Agreement, between Don R. Taylor and
Carolyn S. Taylor, dated June 15, 1998.
Exhibit G -- Voting Agreement, between Don R. Taylor and DHI
Holdings, Inc., dated June 16, 1998.
Exhibit H -- Agreement and Plan of Merger and Reorganization,
among DHI Holdings, Inc., DHI Sub Corp., and Personnel
Management, Inc., dated June 16, 1998. This document is
incorporated by reference to Exhibit 2 to the Form 8-K filed by
the Issuer on June 17, 1998.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned severally hereby certifies that the information
set forth in this statement is true, complete and correct as of June 17, 1998.
/s/ Don R. Taylor
Don R. Taylor
/s/ Carolyn S. Taylor
Carolyn S. Taylor
<PAGE>
EXHIBIT F
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made and entered into
as of the 15th day of June, 1998, by and between Don R. Taylor ("Purchaser") and
Carolyn S. Taylor ("Seller").
RECITALS
Purchaser and Seller are each shareholders, and Purchaser is an officer and
Director, of Personnel Management, Inc., an Indiana corporation ("PMI").
Purchaser and Seller have agreed that Purchaser will purchase from Seller, and
that Seller will sell to Purchaser, 24,000 shares of the voting common stock of
PMI (the "Shares") at the price and upon and subject to the terms and conditions
of this Agreement.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein, Purchaser and Seller agree as follows:
Section 1. Purchase of Shares. Purchaser hereby purchases from Seller, and
Seller hereby sells to Purchaser, the Shares. Concurrently with the execution of
this Agreement, Seller shall deliver to Purchaser Certificate No. PM 5009, dated
July 28, 1997, evidencing Seller's ownership of 50,000 shares of PMI voting
common stock ("PMI Common Shares"), together with such stock powers and
endorsements as shall be reasonably required, in order to effect the immediate
transfer of the Shares from Seller to Purchaser. Purchaser shall cause PMI's
transfer agent to issue a certificate for 24,000 PMI Common Shares to Purchaser
and to reissue 26,000 PMI Common Shares to Seller, and to deliver a certificate
for same to Goelzer Investment Management, Inc., 111 Monument Circle,
Indianapolis, Indiana, for Seller's account, as promptly as is reasonably
practicable.
Section 2. Representations of Seller. Seller represents and warrants that
the Shares are owned of record by Seller and are held by Seller free and clear
of all liens, encumbrances, or restrictions of any kind whatsoever and that
Seller has full power and authority, without limitation or restriction, to sell
and convey the Shares to Purchaser. Seller further represents and warrants that,
upon consummation of the sale of the Shares to Purchaser, Seller will own
202,884 shares of the voting common stock of PMI.
Section 3. Purchase Price. Except as otherwise provided herein, the
purchase price payable by Purchaser to Seller for the Shares is the sum of
$384,000 ($16 per share) (the "Purchase Price"). Except as otherwise provided
herein, if the sale of the Shares to Purchaser hereunder is not rescinded by
Purchaser as provided herein, the Purchase Price shall be payable in cash by
Purchaser to Seller upon the earlier of (a) November 4, 1998, or (b) the receipt
by Purchaser of the Merger Consideration (hereinafter defined) for the Shares.
<PAGE>
Section 4. Right to Rescind. Purchaser shall have the right to cancel and
rescind the sale of the Shares by Seller to Purchaser hereunder if 100 percent
of the outstanding PMI Common Shares is not acquired on or before October 31,
1998, by DHI Holdings, Inc., an Ohio corporation (the "Acquisition"), for cash
(the "Merger Consideration") of not less than Sixteen Dollars ($16) per PMI
Common Share. Purchaser's right of rescission shall be exercisable by written
notice from Purchaser to Seller of Purchaser's election to rescind the sale of
the Shares, which notice shall be given to Seller no later than 5:00 p.m.
(Indianapolis, Indiana) on November 4, 1998. Concurrently with the delivery of
such notice of rescission to Seller, Purchaser shall deliver to Seller (a) the
certificate or certificates evidencing Purchaser's ownership of the Shares, duly
endorsed or accompanied by executed stock powers in appropriate form, in order
to effect the transfer of the Shares back to Seller, and (b) all cash or other
property received by Purchaser from PMI (if any) as a distribution with respect
to or otherwise on account of Purchaser's record ownership of the Shares (the
intent being that Seller shall be entitled to all cash or other property that
would have been payable or distributable by PMI to Seller had Seller continued
to own the Shares). Upon Purchaser's rescission of such sale as provided herein,
this Agreement (and the sale of the Shares described herein) shall be void ab
initio.
Section 5. Additional Purchase Price. In the event Purchaser sells the
Shares on or before December 31, 2000 for a price in excess of Sixteen Dollars
($16) per PMI Common Share, then in such event Purchaser immediately shall pay
to Seller, as additional purchase price for the Shares, an amount with respect
to each of the Shares equal to the excess of the per share price for the Shares
received by Purchaser over Sixteen Dollars ($16) per share. Such additional
purchase price shall be payable by Purchaser to Seller at the time such
additional purchase price is received by Purchaser.
Section 6. Applicable Law. This Agreement, and all rights and obligations
hereunder, including matters of construction, validity, and performance, shall
be governed and construed in accordance with the laws of the State of Indiana.
Section 7. Binding Effect. All of the terms, provisions, and conditions of
this Agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective heirs, beneficiaries, devisees, executors, personal
representatives, successors, and assigns.
<PAGE>
Section 8. Modification; Waiver. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing by all of the
parties. No waiver of any of the provisions of this Agreement shall be deemed,
or shall constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
Section 9. Captions and Pronouns. Captions contained in this Agreement are
for convenience and reference only and in no way define, limit, extend, or
describe the scope of this Agreement or the intent of any provisions hereof. All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular, or plural as the identity of the person or persons
may require.
Section 10. Counterparts. This Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Section 11. Enforcement Costs. In the event of any dispute arising under or
in connection with this Agreement (including the enforcement of any of the
provisions hereof), the prevailing party in such dispute shall be entitled to
recover from the nonprevailing party all attorneys' fees and other expenses paid
in connection with such dispute.
Section 12. Notice. Any notice with respect to this Agreement shall be
considered as having been given on the date personally delivered or sent by
Registered or Certified U.S. Mail, return receipt requested, postage prepaid,
addressed as follows or to any other address as shall be furnished in writing by
any addressee to the other party in accordance with the provisions of this
Section 12:
To Purchaser: Don R. Taylor
4750 Dolphin Kay Lane, 108D
St. Petersburg, FL 33711
To Seller: Carolyn S. Taylor
Rural Route 5, Box 92
Rockville, IN 47872
<PAGE>
IN WITNESS WHEREOF the parties have executed this Agreement as of the
date first above written.
/s/ Don R. Taylor
Don R. Taylor
/s/ Carolyn S. Taylor
Carolyn S. Taylor
<PAGE>
EXHIBIT G
VOTING AGREEMENT
This Voting Agreement, dated as of June 16, 1998, is entered into by and
among DHI Holdings, Inc., an Ohio corporation ("DHI"), on the one hand, and the
individuals listed on the signature page of this Voting Agreement
("Shareholders") all of whom are shareholders of Personnel Management, Inc., an
Indiana Corporation ("PMI"), on the other hand (this "Voting Agreement");
Whereas, concurrently herewith, DHI, DHI Sub Corp, an Indiana corporation
and wholly owned subsidiary of DHI, and PMI are entering into an Agreement and
Plan of Merger and Reorganization (the "Merger Agreement"); capitalized terms
used without definition herein having the meanings ascribed thereto in the
Merger Agreement);
Whereas, Shareholders are as of the date hereof the beneficial owners of
PMI Common Shares in the amounts reflected next to their respective signatures
below (collectively, the "Shares");
Whereas, approval of the Merger Agreement by PMI's shareholders is a
condition to the consummation of the Merger;
Whereas, as a condition to its entering into the Merger Agreement, DHI has
required that Shareholders agree, and Shareholders have agreed, to enter into
this Voting Agreement; and
Whereas, Shareholders have been informed that the Board of Directors of PMI
has approved the Merger Agreement.
Now, Therefore, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, the parties hereto severally agree as follows:
Section 1. Agreement to Vote, Restrictions on Dispositions, Etc.
(a) Each Shareholder hereby agrees to attend the PMI Special Meeting,
in person or by proxy, and to vote (or cause to be voted) all PMI
Common Shares, and any other voting securities of PMI owned by
such Shareholder whether issued heretofore or hereafter, that
such person owns or has the right to vote, for approval and
adoption of the Merger Agreement (as amended from time to time)
and the Plan of Merger, and the transactions contemplated by the
Merger Agreement, such agreement to vote to apply also to any
adjournment of the PMI Special Meeting. Each Shareholder agrees
not to grant any proxies or enter into any voting agreement or
arrangement inconsistent with this Agreement.
<PAGE>
(b) Each Shareholder hereby agrees that, without the prior written
consent of DHI, such Shareholder shall not, directly or
indirectly, sell, offer to sell, grant any option for the sale of
or otherwise transfer or dispose of, or enter into any agreement
to sell, any PMI Common Shares or any other voting securities of
PMI that such Shareholder owns beneficially or otherwise.
(c) To the extent PMI solicits a vote of shareholders or the same is
required under Indiana law, each Shareholder agrees to vote (or
cause to be voted) all PMI Common Shares, and any other voting
securities of PMI, owned by such Shareholder whether issued
heretofore or hereafter, that such person owns or has the right
to vote, (i) against any recapitalization, merger, consolidation,
sale of assets or other business combination or similar
transaction involving PMI or any of its Subsidiaries, securities
or assets which is not endorsed in writing by DHI and (ii)
against any other action or agreement that would result in a
breach of any covenant, representation or warranty or any other
obligation or agreement of PMI under the Merger Agreement or
which could result in any of the conditions to PMI's obligations
under the Merger Agreement not being fulfilled.
(d) Subject to a Shareholder's fiduciary obligations as an officer or
Director of PMI, each Shareholder agrees not to directly or
indirectly solicit, or authorize any person to solicit, any
inquiries or proposals from any person other than DHI relating to
the merger or consolidation of PMI with any person other than DHI
or DHI Sub Corp, or the acquisition of PMI's or any of its
Subsidiaries' voting securities by, or the direct or indirect
acquisition or disposition of a significant amount of assets of
PMI or any of its Subsidiaries from or to any person other than
DHI or DHI Sub Corp, or directly or indirectly enter into or
continue any discussions, negotiations or agreements relating to,
or vote (or cause to be voted) in favor of, any such transaction.
(e) Each Shareholder agrees to promptly notify DHI in writing of the
nature and amount of any acquisition by Shareholder after the
date hereof of any voting securities of PMI.
Section 2. Additional Representations and Warranties of Shareholders.
<PAGE>
Each Shareholder represents and warrants to DHI as follows:
(a) such Shareholder has all necessary power and authority to execute
and deliver this Voting Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby;
(b) this Voting Agreement has been duly executed and delivered by
such Shareholder;
(c) this Agreement constitutes the valid and binding agreement of
such Shareholder enforceable against such Shareholder in
accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general application which may affect the
enforcement of creditors' rights generally and by general
equitable principles;
(d) the PMI Common Shares described on the signature page hereto are
the only voting securities of PMI owned (beneficially or of
record) by such Shareholder and are owned free and clear of all
liens, charges, encumbrances, restrictions and commitments of any
kind;
(e) such Shareholder has not appointed or granted any irrevocable
proxy, which appointment or grant is still effective, with
respect to the PMI Common Shares owned by such Shareholder; and
(f) each Shareholder acknowledges, and DHI agrees, that the
restrictions imposed upon such Shareholder in this Voting
Agreement are so imposed only in Shareholder's capacity as a
shareholder of PMI.
Section 3. Further Assurances.
Each party shall execute and deliver such additional instruments and other
documents and shall take such further actions as reasonably may be necessary or
appropriate to effectuate, carry out and comply with all of their obligations
under this Voting Agreement. Without limiting the generality of the foregoing,
none of the parties hereto shall enter into any agreement or arrangement (or
alter, amend or terminate any existing agreement or arrangement) if such action
would materially impair the ability of such party to effectuate, carry out or
comply with all the terms of this Voting Agreement.
<PAGE>
Section 4. Covenants of Shareholders Not to Enter Into Inconsistent
Agreements.
Each Shareholder hereby agrees that, except as contemplated by this Voting
Agreement and the Merger Agreement, such Shareholder shall not enter into any
voting agreement or grant an irrevocable proxy or power of attorney with respect
to the PMI Common Shares which is inconsistent with this Voting Agreement.
Section 5. Effectiveness and Termination.
It is a condition precedent to the effectiveness of this Voting Agreement
that the Merger Agreement shall have been executed and delivered. This Voting
Agreement shall automatically terminate and be of no further force or effect:
(i) upon the occurrence of an event requiring the payment of the Termination Fee
under the Merger Agreement and the payment of such Termination Fee in accordance
with the Merger Agreement; (ii) upon the termination of the Merger Agreement by
DHI; or (iii) upon the termination of the Merger Agreement by PMI in accordance
with the provisions of the Merger Agreement. Upon any termination of this Voting
Agreement, except for any rights any party may have in respect of any breach by
another party of its obligations hereunder, no one of the parties hereto shall
have any further obligation or liability hereunder. The provisions of this
Voting Agreement shall also terminate and be of no further force or effect from
and after the Effective Date of the Merger.
Section 6. Consideration.
Each Shareholder hereby acknowledges and agrees that DHI is entering into
the Merger Agreement in reliance upon the execution by the Shareholders of the
Voting Agreement and that DHI's execution of the Merger Agreement (and the
making by DHI to PMI of the various representations, warranties and agreements
contained therein, all of which have been relied upon by Shareholders in
connection with their execution of this Voting Agreement) constitutes adequate
consideration and value for each Shareholder's execution of this Voting
Agreement and compliance with its terms.
Section 7. Miscellaneous.
(a) Notices. Any notice or other communication required or permitted
hereunder shall be expressed in writing and sent by certified or
registered mail, return receipt requested; or sent by nationally
recognized overnight courier service such as Federal Express; or
sent by facsimile transmission between the hours of 9:00 a.m. and
4:30 p.m. local time at the place of intended receipt, which
facsimile transmission advises the sender thereof that the
transmission was received by the correct telephone number and
that the status of such transmission was "okay", and which
facsimile transmission is confirmed by recognized overnight
courier service or certified or registered mail, return receipt
requested; to the respective parties at the following addresses,
or at such other addresses as the parties shall designate by
written notice to the other:
If to Shareholders, to: Copy in the same manner to:
Don R. Taylor David B. Millard
4750 Dolphin Kay Lane Leagre, Chandler & Millard
108D 1400 First Indiana Plaza
St. Petersburg, Florida 33711 135 N. Pennsylvania Street
Indianapolis, Indiana 46204
<PAGE>
If to DHI or DHI Sub Corp, to: Copy in the same manner to:
Linsalata Capital Partners James C. Vanderwist, Esq.
Fund III, L.P. Calfee, Halter & Griswold LLP
c/o A. Chace Anderson 1400 McDonald Investment Center
Landerbrook Corporate 800 Superior Avenue
Center One Cleveland, Ohio 44114-2688
5900 Landerbrook Drive Fax No.: 216-241-0816
Suite 280
Mayfield Heights, Ohio 44124
Fax No.: 440-684-0984
(b) Amendments, Waivers, Etc. This Voting Agreement may not be
amended, changed, supplemented, waived or otherwise modified or
terminated except by an instrument in writing signed by DHI and
Shareholders.
(c) Successors and Assigns. This Voting Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the
parties and their respective successors and assigns, including
without limitation any corporate successor by merger or
otherwise. Notwithstanding any transfer of PMI Common Shares, the
transferor shall remain liable for the performance of all
obligations of the transferor under this Voting Agreement.
(d) Specific Performance. The parties acknowledge that money damages
are not an adequate remedy for violations of this Voting
Agreement and that any party may, in its sole discretion, apply
to a court of competent jurisdiction for specific performance or
injunction or such other relief as such court may deem just and
proper in order to enforce this Voting Agreement or prevent any
violation hereof and, to the extent permitted by applicable law,
each party waives any objection to the imposition of such relief.
(e) Governing Law. This Voting Agreement and all disputes hereunder
shall be governed by and construed and enforced in accordance
with the internal laws of the State of Indiana without regard to
principles of conflicts of law.
(f) 1934 Act Compliance. DHI represents and warrants to Shareholders
that its contacts with Shareholders (and any other PMI
Shareholders) precedent to and coincident with the execution and
delivery of the Merger Agreement have not subjected DHI,
Shareholders, PMI or any other party to the filing or other
requirements of Regulation 14A promulgated by the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended, and that DHI will not take any action during
the term of this Voting Agreement or thereafter that would
require a filing under such Regulation 14A with the SEC by or on
behalf of DHI, PMI, Shareholders or any third person (except as
contemplated by Section 5.5 of the Merger Agreement) with respect
to PMI Common Shares, without Shareholders' prior written
consent, which consent may be withheld in their discretion for
any reason or for no reason. Further, to the extent that it is
required by applicable law to do so, DHI agrees to cause to be
executed, delivered to Shareholders and to PMI, and filed with
the SEC in such form as shall be required by law, all statements
or other filings, including amendments to existing statements or
filings, necessitated as a result of the execution of this Voting
Agreement and the rights and interests acquired by DHI pursuant
hereto.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.
DHI Holdings, Inc.
By: /s/ A. Chace Anderson
A. Chace Anderson, Chairman
Number of PMI Certificate
Name and Signature Common Shares Numbers
/s/ Don R. Taylor 619,805 -------
Don R. Taylor
