FINISHMASTER, INC.
4529 40th Street, S.E.
Kentwood, Michigan 49512
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S
SHAREHOLDERS IS REQUIRED IN CONNECTION WITH THIS
INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU
ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
This Information Statement is being mailed on or about June 28, 1996 to
the holders of shares of Common Stock, without par value (the "Shares"), of
FinishMaster, Inc., a Michigan corporation (the "Company"). This Information
Statement is being furnished in connection with the designation by Lacy
Distribution, Inc., an Indiana corporation ("Lacy"), a direct wholly-owned
subsidiary of LDI, Ltd., an Indiana limited partnership ("Parent"), of persons
(the "Designated Directors") to the Board of Directors of the Company (the
"Board"). Such designation is to be made pursuant to a Stock Purchase Agreement
dated June 5, 1996 (the "Purchase Agreement") among Lacy, Maxco, Inc., a
Michigan corporation (the "Seller"), and Parent pursuant to which Seller has
agreed to sell, and Lacy has agreed to purchase, 4,045,000 Shares, representing
67.4% of the total issued and outstanding Shares (the "Stock Purchase").
No action is required by the shareholders of the Company in connection
with the election of the Designated Directors to the Board. However, Section
14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires the mailing to the Company's shareholders of the information set forth
in this Information Statement prior to a change in a majority of the Company's
directors other than at a meeting of the Company's shareholders.
The Purchase Agreement provides that, as a condition precedent to the
closing of the Stock Purchase (the "Closing"), at least a majority of the Board
shall have executed and delivered their resignations as directors of the
Company, such resignations to be effective immediately upon the Closing, and
that Seller shall have caused the Designated Directors to fill the vacancies
created by such resignations. In addition, the Stock Purchase Agreement provides
that certain officers of the Company who are also officers of Seller shall have
executed and delivered their resignations as officers of the Company, such
resignations to be effective immediately upon the Closing. In order to fulfill
this condition to the Closing, the following individuals will resign as
directors and/or officers of the Company (collectively, the "Resigning
Directors"): (i) Max A. Coon - Chairman of the Board; (ii) Eric L. Cross -
Secretary and Director; (iii) Richard G. Johns - Director; (iv) Vincent Shunsky
- - Treasurer and Director, (v) Douglas A. Milbury - Director; and (vi) Gary W.
Ross - Director. In addition, it is anticipated that Seller shall also have
caused the Designated Directors to be elected to fill the vacancies created by
the resignation of the Resigning Directors. Lacy intends to take such actions as
are necessary to cause Messrs. Michael J. Siereveld, James F. White, Ronald P.
White, and Designated Directors to constitute the entire Board following the
Stock Purchase.
Pursuant to the Purchase Agreement, Seller has agreed to complete the
Stock Purchase at a price of $11.50 per share, or $46,517,500 in the aggregate
(the "Purchase Price"). The Purchase Agreement also requires Seller and the
Resigning Directors who are also directors of Seller (the "Individual Restricted
Parties") to enter into Non-Competition Agreements with Lacy pursuant to which
Seller and the Individual Restricted Parties will receive consideration in the
aggregate amount of $16,500,000 (the "Non-Compete Consideration"). The Non-
Compete Consideration is payable according to the following schedule: (i)
$12,000,000 is payable to Seller immediately upon consummation of the Stock
Purchase and (ii) $4,500,000 in the aggregate is to be paid to Seller and the
four Individual Restricted Parties in five annual installments of $900,000 each
commencing in July, 1997. Of each such annual installment of $900,000, $20,000
is payable to each of the four Individual Restricted Parties
<PAGE>
and the remainder ($820,000) is payable to Seller. Lacy intends to borrow
approximately $58.5 million under an existing Credit Agreement (as hereinafter
defined) to fund the Purchase Price and Non-Compete Consideration.
Pursuant to a Credit Agreement dated as of March 29, 1996, as amended
from time to time (the "Credit Agreement"), among Parent, Lacy, various
financial institutions (the "Lenders") and Bank of America National Trust and
Savings Association, as Agent ("Agent"), each of the Lenders, severally and for
itself alone, agreed to make loans (the "Loans") to Lacy and Parent on a
revolving credit basis from time to time up to an aggregate amount of
$200,000,000 for working capital and other corporate purposes.
The Purchase Agreement provides that Lacy may, subject to Seller's
approval, assign its rights thereunder. Lacy currently plans to exercise such
right prior to the Closing and assign its rights under the Purchase Agreement to
LDI AutoPaints, Inc., an Indiana corporation and an indirect wholly-owned
subsidiary of Parent.
The Purchase Agreement may be amended, modified, or supplemented only
by written agreement by the Seller and Lacy (or its assignee). The Purchase
Agreement may be terminated at any time prior to the Closing: (a) by mutual
written agreement of Seller and Lacy (or its assignee); (b) by either Seller or
Lacy (or its assignee) if the Closing does not occur on or before August 1,
1996, unless the party seeking to terminate has been responsible for the delay
in the Closing; (c) by either Seller or Lacy (or its assignee) if the other
party breaches any of its representations and warranties or covenants set forth
in the Purchase Agreement, and such breach has not been remedied to the
reasonable satisfaction of the non-breaching party within thirty (30) days after
written notice of the breach is delivered, or such breach is not capable of
remedy even with the breaching party's best efforts; (d) by Seller or Lacy (or
its assignee) if the Stock Purchase violates any non-appealable final Order (as
defined in the Purchase Agreement) of any government body having competent
jurisdiction or there shall be a legal requirement which makes the proposed
Stock Purchase illegal or otherwise prohibited; (e) by Lacy (or its assignee),
if there shall have occurred, since March 31, 1996, any change in or effect on
the business of the Company or any occurrence, development, or event of any
nature, that has had, or may reasonably be expected to have, together with all
such other changes and effects and any uncured breaches, a Material Adverse
Effect (as is defined in the Purchase Agreement); or (f) by either party if
Seller or the Company accepts a superior Acquisition Proposal (as defined in the
Purchase Agreement) from any person (other than Lacy, or its assignee) which, in
its good faith judgment, in the exercise of its fiduciary duties under
applicable law and after consultation with such qualified advisors, affords
Seller substantially more valuable economic benefit than is afforded to them in
the Purchase Agreement.
The information contained in this Information Statement concerning
Parent, Lacy, and the Designated Directors has been furnished to the Company by
such persons, and the Company assumes no responsibility for the accuracy or
completeness of such information.
Parent and Lacy have advised the Company that they currently intend to
designate the Designated Directors listed in Schedule A attached hereto and
incorporated herein by reference to serve as directors of the Company. Parent
and Lacy have advised the Company that all of such persons have consented to act
as directors of the Company, once so designated.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
General
The authorized capital stock of the Company as of June 5, 1996
consisted of (i) 10,000,000 shares of common stock, no par value (each a
"Share"), of which 6,000,000 Shares were issued and outstanding and 600,000
Shares were reserved for issuance pursuant to outstanding stock options (rights
to stock options for an aggregate of 225,025 Shares being outstanding as of
March 31, 1996) and (ii) 1,000,000 shares of preferred stock, without par value,
of which no shares are outstanding. The Seller owns beneficially and of record
4,045,000 Shares, representing 67.4% of the total issued and outstanding Shares.
Each issued and outstanding Share is entitled to one vote on each matter subject
to a shareholder vote.
Security Ownership of Certain Beneficial Owners
The following table sets forth information as to the beneficial
ownership of Shares by each person known to the Company, as of March 31, 1996,
to own more than 5% of the issued and outstanding Shares.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership
------------------------------------------------------
Name and Address of Sole Voting and Shared Voting and
Beneficial Owner Investment Power Investment Power % of Class
- ------------------------- ----------------- ----------------- ----------
<S> <C> <C> <C>
Maxco, Inc. 4,045,000 0 67.4
1118 Centennial Way
Lansing, Michigan 48917
Edgemont Asset Management 475,000 0 7.9
Corporation
140 East 45th Street
43rd Floor
New York, New York 10017
Kalmar Investments Inc. 419,900 0 7.0
1300 Market Street, Suite 500
Wilmington, Delaware 19801
Kaufman Fund Inc. 315,000 0 5.3
140 East 45 Street
43rd Floor
New York, New York 10017
</TABLE>
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<PAGE>
Security Ownership of Management
The following table sets forth information as of May 31, 1996 with
respect to Shares beneficially owned by (i) each director, (ii) each Named
Executive Officer (as defined below), and (iii) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership
------------------------------------------------------------------------------------
Name of Sole Voting and Shared Voting and
Beneficial Owner Investment Power Investment Power % of Class
- ------------------------------------------ ----------------- ------------------ ----------
<S> <C> <C> <C>
Christopher R. Banner...................... 25,400(1) 0 *
Max A. Coon................................ 5,000(2) 0(4) *
Eric L. Cross.............................. 2,500(3) 0 *
Richard G. Johns........................... 2,500(5) 1,000 *
Douglas A. Milbury......................... 6,000(6) 0 *
Gary W. Ross............................... 36,000(7) 0 *
Vincent Shunsky............................ 3,500(8) 0 *
Michael J. Siereveld....................... 49,650(9) 350 *
Roger A. Sorokin........................... 23,000(10) 0 *
James F. White............................. 13,500(11) 1,000 *
Ronald P. White............................ 47,500(12) 0 *
All directors and officers as a group
(11 persons)............................... 214,550 2,350 *
- ---------------
</TABLE>
* Beneficial ownership does not exceed one percent (1%)
(1) Includes options for 22,500 Shares, which options are currently exercisable
in accordance with their terms.
(2) Consists of options for 5,000 Shares, which options are currently
exercisable in accordance with their terms.
(3) Consists of options for 2,500 Shares, which options are currently
exercisable in accordance with their terms.
(4) Does not include Shares held by Seller, of which Mr. Coon is the President
and Chairman of the Board and the owner of 22% of its common stock.
(5) Consists of options for 2,500 Shares, which options are currently
exercisable in accordance with their terms.
(6) Includes options for 5,000 Shares, which options are currently exercisable
in accordance with their terms.
(7) Includes options for 5,000 Shares, which options are currently exercisable
in accordance with their terms.
(8) Includes options for 2,500 Shares, which options are currently exercisable
in accordance with their terms.
(9) Includes options for 42,000 Shares, which options are currently exercisable
in accordance with their terms.
(10) Consists of options for 23,000 Shares, which options are currently
exercisable in accordance with their terms.
(11) Includes options for 12,500 Shares, which options are currently exercisable
in accordance with their terms.
(12) Includes options for 44,000 Shares, which options are currently exercisable
in accordance with their terms.
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<PAGE>
THE BOARD OF DIRECTORS
Designated Directors
Parent and Lacy have informed the Company that the Designated Directors
will consist of the five individuals identified on Schedule A annexed hereto.
None of the Designated Directors or their associates is a director of, or holds
any position with, the Company. To the best knowledge of the Company, except for
100 Shares held by Parent, none of the Designated Directors or their associates
(a) beneficially owns any equity securities of the Company, (b) has been
involved in any transactions with the Company or any of its directors or
executive officers or (c) has been involved in any legal proceedings or other
matters that, in each case, are required to be disclosed pursuant to the rules
and regulations of the Securities and Exchange Commission (the "SEC").
Current Directors
The Board is currently comprised of nine directors: Max A. Coon, Eric
L. Cross, Richard G. Johns, Douglas A. Milbury, Gary W. Ross, Vincent Shunsky,
Michael J. Siereveld, James F. White, and Ronald P. White. The information set
forth below is correct as of March 31, 1996.
The Company's Articles of Incorporation and By-Laws provide that the
directors of the Company shall be elected for a term of one (1) year and until
their respective successors shall have been elected and qualified.
<TABLE>
<CAPTION>
Name, Present Position with the Company Served as a
and Principal Occupation Director Since Age
--------------------------------------- -------------- ---
<S> <C> <C>
Max A. Coon* 1973 61
Director and Chairman of the Board of FinishMaster, Inc.; President,
Director, and Chairman of the Board of Maxco, Inc., a Lansing, Michigan
corporation which owns 67.4% of the Company's common stock; and Director of
Medar, Inc., a 20% owned subsidiary of Maxco, Inc.
Eric L. Cross* 1987 53
Director and Secretary of FinishMaster, Inc.; Director, Secretary, and
Executive Vice President of Maxco, Inc.
Richard G. Johns* 1990 50
Director of FinishMaster, Inc.; Director and Vice President of Maxco,
Inc.; President of Wright Plastic Products, Inc., a wholly owned subsidiary
of Maxco, Inc.
Douglas A. Milbury* 1993 53
Director of FinishMaster, Inc.; President of Story Incorporated, a
Lansing, Michigan-based management and holding company which is involved in
the retail automotive business, automotive leasing and credit life
insurance.
Gary W. Ross* 1994 50
Director of FinishMaster, Inc.; Chairman of Pacific Growth Equities, a
San Francisco-based securities broker/dealer and investment banking
company.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Vincent Shunsky* 1990 47
Director and Treasurer of FinishMaster, Inc.; Director, Vice President of
Finance and Treasurer of Maxco, Inc.; Director of Medar, Inc., a 20% owned
subsidiary of Maxco, Inc.
Michael J. Siereveld 1993 41
Director and Senior Vice President of FinishMaster, Inc.
James F. White 1968 77
Director, Vice Chairman of the Board and Founder of FinishMaster, Inc.
and Director of Maxco, Inc.
Ronald P. White 1993 46
Director, Chief Executive Officer and President of FinishMaster, Inc.
</TABLE>
* Indicates the directors anticipated to resign effective immediately
upon the Closing.
All of the foregoing directors have been engaged in the principal
occupation specified for the previous five (5) years.
Mr. Coon is additionally a director of Spartan Motors, Inc., whose
stock is traded on the Nasdaq Stock Market.
Ronald P. White is the son of James F. White. Mr. Coon and Mr. Cross
are brothers-in-law. There are no other family relationships between any
directors or executive officers.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The management of the Company is under the direction of the Board. The
Board held four meetings during the Company's fiscal year ended March 31, 1996.
James F. White and Gary W. Ross attended fewer than 75% of the meetings of the
Board.
Board Committees
The Board of Directors has established an Audit Committee and a
Compensation Committee. The Audit Committee, whose members are Messrs. Milbury,
Shunsky and Ross, met two times in the fiscal year ended March 31, 1996. The
Audit Committee recommends the annual employment of the Company's auditors with
whom the Audit Committee will review the scope of audit and non-audit
assignments, related fees, the accounting principles used by the Company in
financial reporting, internal financial auditing procedures and the adequacies
of the Company's internal control procedures.
The Compensation Committee, whose members are Messrs. Cross, Johns and
Shunsky, met four times to determine executive officer salaries and bonuses. The
Compensation Committee also administers the Company's stock option plan.
Director Compensation
The non-employee Directors of the Company who are not also directors or
employees of Maxco or its subsidiaries are paid $1,000 per meeting attended.
Fees are not paid to directors for attendance at committee meetings.
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<PAGE>
EXECUTIVE OFFICERS
The names of the executive officers of the Company, their positions,
offices and ages, as of May 31, 1996 are as follows:
Present Position With the
<TABLE>
<CAPTION>
Name Company and Principal Occupation Age
---- -------------------------------- ---
<S> <C> <C>
Ronald P. White.................. President and Chief Executive Officer of FinishMaster, Inc. 46
Michael J. Siereveld............. Senior Vice President of FinishMaster, Inc. 41
Roger A. Sorokin................. Vice President-Finance of FinishMaster, Inc. 55
Christopher R. Banner............ Vice President-Operations of FinishMaster, Inc. 44
Eric L. Cross.................... Secretary of FinishMaster, Inc.; Executive Vice President and 53
Secretary of Maxco, Inc.
Vincent Shunsky.................. Treasurer of FinishMaster, Inc.; Vice President of Finance and 47
Treasurer of Maxco, Inc.
</TABLE>
All of the foregoing officers of the Company have been engaged in the
principal occupations specified above for the previous five years, except as
follows:
Roger A. Sorokin was elected Vice President-Finance in April 1993 after
serving as Director of Finance since joining the Company in 1991. Eric L. Cross
was elected Secretary of the Company in 1993. From 1985 to present, Mr. Cross
has served as the Executive Vice President of Maxco, Inc.
-7-
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Compensation Summary
The following table summarizes, for the Company's last three fiscal
years, the compensation of the persons who served as Chief Executive Officer of
the Company during the fiscal year ended March 31, 1996 and each of the other
most highly compensated executive officers of the Company who were serving as
such at the end of such fiscal year and whose salary and bonus compensation
exceeded $100,000 for services rendered in all capacities to the Company and its
subsidiary (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------- -------------------------------------------
Fiscal Year
Name and Ended Securities Underlying All Other
Principal Position March 31, Salary($) Bonus($) Option Awards (#)(1) Compensation($)(2)
------------------ --------- --------- -------- -------------------- ------------------
<S> <C> <C> <C> <C> <C>
Ronald P. White.................... 1996 $155,000 $24,000 25,000 $3,651
Chief Executive Officer 1995 127,000 48,260 --- 3,348
1994 108,000 60,500 19,000 3,042
Michael J. Siereveld............... 1996 $150,000 $22,000 25,000 $3,581
Senior Vice President 1995 110,000 44,000 --- 3,348
1994 93,000 52,000 17,000 2,618
Roger A. Sorokin................... 1996 $92,000 $14,000 12,500 $2,921
Vice President, Finance 1995 79,000 27,650 --- 2,346
1994 --- --- --- ---
Christopher R. Banner.............. 1996 $92,000 $15,000 12,500 $2,931
Vice President, Operations 1995 80,132 28,046 --- ---
1994 --- --- --- ---
</TABLE>
- --------------------
(1) Represents the number of Shares on which options were granted.
(2) Represents the Company's 20% match of employee deferrals of currently
earned income into the 401(k) Employee Savings Plan and a profit sharing
contribution made by the Company for all of its eligible employees to the
401(k) Employee Savings Plan at the rate of 1% of compensation.
-8-
<PAGE>
Fiscal Year ended March 31, 1996 Stock Option Grants
The following table sets forth information related to options granted
during the fiscal year ended March 31, 1996 to each of the Named Executive
Officers to whom options have been granted.
Stock Option Grants in Fiscal Year Ended March 31, 1996
Individual Grants
<TABLE>
<CAPTION>
% of Total
Options
Securities Granted to Exercise
Underlying Employees or Base
Options in Fiscal Price Expiration
Name Granted (#) Year 1996 ($/Sh) Date 5%($)(1) 10%($)(1)
---- ----------- --------- ------ ----- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ronald P.
White 25,000 25.1% $11.00 12/22/05 $172,947.50 $438,267.50
Michael J.
Siereveld 25,000 25.1% $11.00 12/22/05 $172,947.50 $438,267.50
Christopher J.
Banner 12,500 12.6% $11.00 12/22/05 $86,473.75 $219,133.75
Roger A.
Sorokin 12,500 12.6% $11.00 12/22/05 $86,473.75 $219,133.75
</TABLE>
- -------------------
(1) These gains are based upon assumed rates of annual compound stock
appreciation of 5% and 10% from the date the options were granted over the
full option term. These amounts represent certain assumed rates of
appreciation only. Actual gains, if any, on option exercises are dependent
upon the future performance of the Shares and overall stock market
conditions. There can be no assurance that the amounts reflected on this
table will be achieved.
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<PAGE>
Fiscal Year-End Option Values
The following table sets forth certain information regarding the total
number of stock options held by each of the Named Executive Officers, and the
aggregate value of such stock options, as of March 31, 1996. None of such stock
options was exercisable as of such date.
Aggregated Option Exercises in Fiscal Year Ended March 31, 1996
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Value of In-the-Money
Acquired on Value Unexercised Options Unexercised Options at
Name Exercise (#) Realized ($) at Fiscal Year-End Fiscal Year-End ($)(1)
---- ------------ ------------ ------------------ ----------------------
<S> <C> <C> <C> <C>
Ronald P. White --- --- 44,000 $31,500
Michael J. Siereveld --- --- 42,000 29,500
Christopher J. Banner --- --- 22,550 16,300
Roger A. Sorokin --- --- 23,000 22,000
</TABLE>
- -------------------
(1) Based on the closing price for the Shares on the last business day of
the fiscal year ended March 31, 1996, which was $11.50 per share.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions With Management and Beneficial Owners
Prior to November 30, 1993, Seller owned 100% of the outstanding stock of
the Company and of the Company's wholly owned subsidiary, Refinishers Warehouse.
In contemplation of the Company's initial public offering of its common stock
which became effective on February 23, 1994, the Company and Seller entered into
an agreement effective November 30, 1993 whereby Seller transferred all of the
capital stock of Refinishers Warehouse to the Company in exchange for 4,299,000
previously unissued shares of the Company's common stock.
Seller provides certain services for its subsidiaries, including the
Company. The services include central purchasing of all insurance, including
employee benefit coverage, general and automobile liability, property and
casualty. While each subsidiary is charged for its pro rata share of the costs
of such services, there has never been a management or service fee charged to
any of the subsidiaries by Seller. The officers of the Company who are also
officers of Seller are not compensated by the Company.
The Company from time to time incurs indebtedness to Seller in connection
with the payment of taxes and the Company's share of cost of certain of the
above services. At March 31, 1996, there was no outstanding indebtedness of the
Company to Seller.
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<PAGE>
In addition, Seller currently leases a retail store premises to the Company
at prevailing market rates.
In anticipation of the public offering of the Shares, the Company entered
into an agreement with Seller for the purpose of defining the ongoing
relationship between them (the "Inter-Company Agreement"). This intercompany
agreement did not result from arms length negotiations between independent
parties and there can be no assurance that the agreement has been or will be
effected on terms comparable to those that would have resulted from negotiations
between unaffiliated parties. Additional or modified agreements, arrangements
and transactions may be entered into by the Company, Seller and/or their
affiliated subsidiaries. Any such future agreements, arrangements and
transactions will be determined through negotiations between the Company and
Seller and it is possible that conflicts of interest may arise.
The Purchase Agreement requires Seller and the four Resigning Directors who
are also directors of Seller to enter into Non-Competition Agreements with Lacy
pursuant to which Seller and such individuals (the "Individual Restricted
Parties") will receive Non-Compete Consideration in the aggregate amount of
$16,500,000. The Non-Compete Consideration is payable according to the following
schedule: (i) $12,000,000 is payable to Seller immediately upon consummation of
the Stock Purchase and (ii) $4,500,000 in the aggregate is to be paid to Seller
and the four Individual Restricted Parties in five annual installments of
$900,000 each commencing in July, 1997. Of each such annual installment of
$900,000, $20,000 is payable to each of the four Individual Restricted Parties
and the remainder ($820,000) is payable to Seller. Under the Non-Competition
Agreements, Seller and each of the Individual Restricted Parties will agree
generally not to compete with the Company for a period of five years after the
Closing.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and Executive Officers or beneficial owners of over 10% of any class
of the Company's equity securities to file certain reports regarding their
ownership of the Company's securities or any changes in such ownership. All of
such reports were filed on a timely basis for the year ended March 31, 1996.
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<PAGE>
SCHEDULE A
The following table sets forth the name, age, present principal occupation
or employment and material occupation, positions, offices or employment for the
past five years of each of the Designated Directors to the Company's Board. The
business address for each Designated Director is c/o LDI, Ltd., 251 North
Illinois Street, Suite 1800, Indianapolis, Indiana 46204. Each Designated
Director is a citizen of the United States of America.
Present Principal Occupation or Employment
Name Age and Five-Year Employment History
Andre B. Lacy 57 Mr. Lacy is President, Chief Executive
Officer, and Chairman of the Board of
Directors of LDI Management, Inc., an
Indiana corporation and the corporate
managing general partner of Parent ("LDI
Management"). Mr. Lacy, individually,
also serves as a general partner of
Parent, of which he owns less than 1% of
the outstanding partnership units. Mr.
Lacy has served in these capacities for
more than the previous five (5) years.
Mr. Lacy is also President, Chief
Executive Officer and Chairman of the
Board of Directors of Lacy, and he
serves as Chairman of the Board of
Directors of LDI AutoPaints, Inc. Mr.
Lacy also serves as a director of
Albermarle Corporation, IPALCO
Enterprises, Inc., Patterson Dental
Company, and Treolegor Industries, Inc.
Mr. Lacy is the brother of Margot L.
Eccles.
Thomas U. Young 64 Mr. Young has served as the President
and Chief Operating Officer of LDI
AutoPaints, Inc. since June 1, 1996.
From 1989 until May 31, 1996, Mr. Young
served as the World Wide Director of the
Refinish Business for E.I. duPont Co.,
Wilmington, Delaware.
Margot L. Eccles 61 Ms. Eccles has served as a director of
Parent and as its Vice President and
Assistant Secretary for more than the
previous five (5) years. Ms. Eccles also
serves as a director, Vice President and
Assistant Secretary of Lacy, and as a
director and Assistant Secretary of LDI
AutoPaints, Inc. Ms. Eccles is the
sister of Andre B. Lacy.
William J. Fennessy 56 Mr. Fennessy has served as the Vice
President, Treasurer and Chief Financial
Officer of LDI Management for more than
the previous five (5) years. Mr.
Fennessy also serves as the Vice
President, Treasurer and Chief Financial
Officer of Lacy and as a director and
Treasurer of LDI AutoPaints, Inc.
Walter S. Wiseman 52 Mr. Wiseman has served as President of
Major Video Concepts, Inc., a wholesale
distributor of videocassettes and a
wholly-owned subsidiary of Lacy, for
more than the previous five (5) years.
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