<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
PROSOURCE, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
743479 10 7
(CUSIP Number)
ONEX CORPORATION
CANADA TRUST TOWER
161 BAY STREET - 49TH FLOOR
TORONTO, ONTARIO M5J 2S1 CANADA
ATTENTION: EWOUT R. HEERSINK
(416) 362-7711
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
JOEL I. GREENBERG, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
DECEMBER 2, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 32 pages.
Exhibit Index on page 25.
<PAGE> 2
13D
CUSIP NO. 743479 10 7 PAGE 2 OF 32 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Onex DHC LLC
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
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
Wyoming
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 5,451,242 shares of Class A Common Stock, including (i)
REPORTING 500,000 shares of Class A Common Stock (the "Class A
PERSON Shares"), and (ii) 4,951,242 shares of Class A Common Stock
WITH issuable upon conversion of Class B Common Stock of the
Issuer; each share of Class B Common Stock is presently
convertible into a share of Class A Common Stock.
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,451,242 shares of Class A Common Stock, including (i) the
500,000 Class A Shares, and (ii) 4,951,242 shares of Class A
Common Stock issuable upon conversion of Class B Common
Stock of the Issuer; each share of Class B Common Stock is
presently convertible into a share of Class A Common Stock.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,451,242 shares of Class A Common Stock, including (i) the 500,000 Class
A Shares, and (ii) 4,951,242 shares of Class A Common Stock issuable upon
conversion of Class B Common Stock of the Issuer; each share of Class B
Common Stock is presently convertible into a share of Class A Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.3% of the Issuer's shares of Class A Common Stock, assuming conversion
of all of the Reporting Person's shares of Class B Common Stock into Class
A Common Stock. 79.3% of the combined voting power of the Issuer's shares
of Class A Common Stock and Class B Common Stock; each share of Class A
Common Stock is entitled to one vote and each share of Class B Common
Stock is entitled to ten votes.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
13D
CUSIP NO. 743479 10 7 PAGE 3 OF 32 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Onex Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
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
Ontario, Canada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF - 0 -
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 5,736,956 shares of Class A Common Stock, including (i) the
REPORTING 500,000 Class A Shares, and (ii) 5,236,956 shares of Class A
PERSON Common Stock issuable upon conversion of Class B Common
WITH Stock of the Issuer; each share of Class B Common Stock
is presently convertible into a share of Class A Common
Stock.
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,736,956 shares of Class A Common Stock, including (i) the
500,000 Class A Shares, and (ii) 5,236,956 shares of Class A
Common Stock issuable upon conversion of Class B Common
Stock of the Issuer; each share of Class B Common Stock is
presently convertible into a share of Class A Common Stock.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,736,956 shares of Class A Common Stock, including (i) the 500,000 Class A
Shares, and (ii) 5,236,956 shares of Class A Common Stock issuable upon
conversion of Class B Common Stock of the Issuer; each share of Class B
Common Stock is presently convertible into a share of Class A Common
Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.4% of the Issuer's Class A Common Stock, assuming conversion of all of
the Reporting Person's shares of Class B Common Stock into Class A Common
Stock. 83.8% of the combined voting power of the Issuer's shares of Class
A Common Stock and Class B Common Stock; each share of Class A Common Stock
is entitled to one vote and each share of Class B Common Stock is entitled
to ten votes.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
13D
CUSIP NO. 743479 10 7 PAGE 4 OF 32 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald W. Schwartz
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
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
Ontario, Canada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 5,736,956 shares of Class A Common Stock, including (i) the
REPORTING 500,000 Class A Shares, and (ii) 5,236,956 shares of Class A
PERSON Common Stock issuable upon conversion of Class B Common
WITH Stock of the Issuer; each share of Class B Common Stock is
presently convertible into a share of Class A Common Stock.
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,736,956 shares of Class A Common Stock, including (i) the
500,000 Class A Shares, and (ii) 5,236,956 shares of Class A
Common Stock issuable upon conversion of Class B Common
Stock of the Issuer; each share of Class B Common Stock is
presently convertible into a share of Class A Common Stock.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,736,956 shares of Class A Common Stock, including (i) the 500,000 Class A
Shares, and (ii) 5,236,956 shares of Class A Common Stock issuable upon
conversion of Class B Common Stock of the Issuer; each share of Class B
Common Stock is presently convertible into a share of Class A Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.4% of the Issuer's Class A Common Stock, assuming conversion of all of
the Reporting Person's shares of Class B Common Stock into Class A Common
Stock. 83.8% of the combined voting power of the Issuer's shares of Class A
Common Stock and Class B Common Stock; each share of Class A Common Stock
is entitled to one vote and each share of Class B Common Stock is entitled
to ten votes.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
13D
CUSIP NO. 743479 10 7 PAGE 5 OF 32 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Onex OMI LLC
- --------------------------------------------------------------------------------
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 PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 285,714 shares of Class A Common Stock issuable upon
OWNED BY conversion of Class B Common Stock of the Issuer; each share
EACH of Class B Common Stock is presently convertible into a
REPORTING share of Class A Common Stock.
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
285,714 shares of Class A Common Stock issuable upon
conversion of Class B Common Stock of the Issuer; each share
of Class B Common Stock is presently convertible into a
share of Class A Common Stock.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,714 shares of Class A Common Stock issuable upon conversion of Class B
Common Stock of the Issuer; each share of Class B Common Stock is presently
convertible into a share of Class A Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% of the Issuer's shares of Class A Common Stock, assuming conversion
of all of the Reporting Person's shares of Class B Common Stock into
Class A Common Stock; 4.5% of the combined voting power of the Issuer's
shares of Class A Common Stock and Class B Common Stock; each share of
Class A Common Stock is entitled to one vote and each share of Class B
Common Stock is entitled to ten votes.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
13D
CUSIP NO. 743479 10 7 PAGE 6 OF 32 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Onex Ohio LLC
- --------------------------------------------------------------------------------
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 PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 379,242 shares of Class A Common Stock issuable upon
REPORTING conversion of Class B Common Stock of the Issuer; each
PERSON share of Class B Common Stock is presently convertible into
WITH a share of Class A Common Stock.
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
379,242 shares of Class A Common Stock issuable upon
conversion of Class B Common Stock of the Issuer; each
share of Class B Common Stock is presently convertible
into a share of Class A Common Stock.
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
379,242 shares of Class A Common Stock issuable upon conversion of Class B
Common Stock of the Issuer; each share of Class B Common Stock is presently
convertible into a share of Class A Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0% of the Issuer's shares of Class A Common Stock, assuming conversion
of all of the Reporting Person's shares of Class B Common Stock into Class
A Common Stock; 6.0% of the combined voting power of the Issuer's shares
of Class A Common Stock and Class B Common Stock; each share of Class A
Common Stock is entitled to one vote and each share of Class B Common
Stock is entitled to ten votes.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 dated January 10, 1997 to Schedule 13D amends
and restates the Schedule 13D relating to ProSource, Inc. filed with the
Securities and Exchange Commission on November 25, 1996 by Onex DHC LLC, Onex
Corporation and Mr. Gerald W. Schwartz.
Item 1. Security and Issuer.
The securities to which this Statement on Schedule 13D relates are
the shares of Class A Common Stock, par value $.01 per share ("Class A Common
Stock"), of ProSource, Inc., a Delaware corporation (the "Issuer"). The
principal executive office of the Issuer is located at 550 Biltmore Avenue, 10th
Floor, Coral Gables, Florida 33134.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Statement on Schedule 13D is being
filed by Onex DHC LLC, a Wyoming limited liability company ("DHC"), Onex
Corporation, an Ontario, Canada corporation ("Onex"), Mr. Gerald W. Schwartz
("Mr. Schwartz"), Onex OMI LLC, a Delaware limited liability company ("OMI
LLC"), and Onex Ohio LLC, a Delaware limited liability company ("Ohio LLC").
DHC, Onex, Mr. Schwartz, OMI LLC and Ohio LLC (together, the "Reporting
Persons") are filing the statement jointly, pursuant to the provisions of Rule
13d-l(f)(l) under the Securities Exchange Act of 1934, as amended, as separate
persons and not as members of a group. See Exhibit 1 for their Joint Filing
Agreement.
Page 7 of 32 pages.
<PAGE> 8
DHC
DHC is a Wyoming limited liability company. DHC is a holding
company through which Onex holds certain interests in its businesses. The
address of the principal business and principal offices of DHC is 421 Leader
Street, Marion, Ohio 43302. Information relating to the directors and executive
officers of DHC is set forth on Schedule A hereto which is incorporated herein
by reference. Onex is the direct and indirect beneficial owner of approximately
99% of the equity of DHC.
Onex
Onex is an Ontario, Canada corporation. It is a diversified
company that operates through autonomous subsidiaries, associated companies and
strategic partnerships. The address of the principal business and principal
offices of Onex is 161 Bay Street, P.O. Box 700, Toronto, Ontario, CANADA M5J
2S1. Information relating to the directors and executive officers of Onex is set
forth on Schedule B hereto which is incorporated herein by reference.
Mr. Schwartz
The principal occupation of Mr. Schwartz is the Chairman of the
Board, President and Chief Executive Officer of Onex. The business address of
Mr. Schwartz is 161 Bay Street, P.O. Box 700, Toronto, Ontario, CANADA M5J 2S1.
Mr. Schwartz is a citizen of Canada. Mr. Schwartz is the indirect holder of all
the issued and outstanding Multiple Voting Shares of Onex, which are entitled to
elect sixty percent (60%) of the members of Onex's Board of Directors and carry
such number of votes in the aggregate as represents 60% of the aggregate votes
attached to all voting shares of Onex.
Page 8 of 32 pages.
<PAGE> 9
OMI LLC
OMI LLC is a Delaware limited liability company. OMI LLC is a
holding company through which Onex holds certain interests in its businesses.
The address of the principal business and principal offices of OMI LLC is 421
Leader Street, Marion, Ohio 43302. Information relating to the directors and
executive officers of OMI LLC is set forth on Schedule C hereto which is
incorporated herein by reference. Onex is the direct and indirect beneficial
owner of 100% of the equity of OMI LLC.
Ohio LLC
Ohio LLC is a Delaware limited liability company. Ohio LLC is a
holding company through which Onex holds certain interests in its businesses.
The address of the principal business and principal offices of Ohio LLC is 421
Leader Street, Marion, Ohio 43302. Information relating to the directors and
executive officers of Ohio LLC is set forth on Schedule D hereto which is
incorporated herein by reference. All of the equity of Ohio LLC is beneficially
owned directly by Onex (25.1%) and DHC (74.9%).
(d) and (e). No Reporting Person, nor to the best knowledge of
each Reporting Person, any of the persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
which any such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Page 9 of 32 pages.
<PAGE> 10
Item 3. Source and Amount of Funds or Other Consideration.
DHC purchased the 500,000 Class A Shares on November 15, 1996 for
an aggregate purchase price of $7,000,000. DHC purchased 4,572,000 shares of
Class B Common Stock, par value $.01 per share ("Class B Common Stock"), of the
Issuer in several transactions between June 10, 1992 and February 1, 1996 for an
aggregate purchase price of $45,720,000. Certain of such purchases were effected
through affiliates and the shares purchased subsequently transferred to DHC. The
source of funds for such purchases was the cash resources of DHC or such
affiliates. Onex acquired 379,242 shares of Class B Common Stock on November 7,
1996 pursuant to conversion in full of approximately $3.8 million in outstanding
convertible indebtedness owed to it by the Issuer. On December 2, 1996, Onex
transferred such shares of Class B Common Stock to Ohio LLC in exchange for an
aggregate purchase price of Cdn. $5,059,889, payable in the form of an interest
free demand promissory note. OMI Partnership Holdings, Ltd., a wholly-owned
subsidiary of Onex and direct beneficial owner of 98% of the equity of OMI LLC
("OMI Partnership"), acquired 285,714 shares of Class B Common Stock on November
15, 1996 for an aggregate purchase price of $4 million representing
consideration for the agreement of OMI to relinquish its right to receive for an
indefinite period an annual fee of approximately $800,000 for management
services rendered to the Issuer. On December 2, 1996, OMI Partnership
transferred such shares of Class B Common Stock to OMI LLC in exchange for an
aggregate purchase price of Cdn. $3,812,028, payable in the form of an interest
free demand promissory note. As a result of its interest in Ohio LLC and OMI
LLC, Onex's (and Mr. Schwartz's) beneficial ownership of Class B Common Stock
was not affected by the December 2, 1996 transfers.
Page 10 of 32 pages.
<PAGE> 11
Item 4. Purpose of Transaction.
Each Reporting Person acquired the shares reported for investment
purposes. The Reporting Persons may from time to time acquire additional shares
of Class A Common Stock or Class B Common Stock in the open market or in
privately negotiated transactions, subject to availability of such shares at
prices deemed favorable, the Issuer's business or financial condition and to
other factors and conditions the Reporting Persons deem appropriate.
Alternatively, the Reporting Persons may sell all or a portion of their shares
of Class A Common Stock or Class B Common Stock in the open market or in
privately negotiated transactions subject to the restrictions referred to in
Item 6.
Except as set forth above in the immediately preceding paragraph,
no Reporting Person has any present plans or proposals that relate to or would
result in: (a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or of any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of such directors or to fill
any existing vacancies on such board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
charter, by-laws or instruments corresponding thereto or other actions that may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a
Page 11 of 32 pages.
<PAGE> 12
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of the date hereof, DHC beneficially owns
5,451,242 shares of Class A Common Stock, including (i) the 500,000 Class A
Shares and 4,572,000 shares of Class A Common Stock issuable upon conversion of
Class B Common Stock of the Issuer beneficially owned directly by DHC, and (ii)
379,242 shares of Class A Common Stock issuable upon conversion of Class B
Common Stock of the Issuer beneficially owned directly by Ohio LLC, which DHC
may be deemed to own beneficially as a result of its direct beneficial ownership
of 74.9% of the equity of Ohio LLC. Each share of Class B Common Stock is
presently convertible into a share of Class A Common Stock. Such shares
represent, in the aggregate, approximately 65.3% of the Issuer's shares of Class
A Common Stock, assuming conversion of all of such Reporting Person's shares of
Class B Common Stock into Class A Common Stock, and 79.3% of the combined voting
power of the outstanding shares of Class A Common Stock and Class B Common
Stock.(1)
Onex may be deemed to be the beneficial owner of a total of
5,736,956 shares of Class A Common Stock as follows. As the direct and indirect
beneficial owner of approximately 99% of the equity of DHC, and the direct
beneficial owner of 25.1% of the equity of Ohio LLC, Onex may be deemed to own
beneficially the 5,451,242 shares of Class A Common Stock
- --------
(1) Each share of Class A Common Stock is entitled to one vote and each share
of Class B Common Stock is entitled to ten votes.
Page 12 of 32 pages.
<PAGE> 13
referred to in the preceding paragraph. In addition, as the indirect beneficial
owner of 100% of the equity of OMI LLC, Onex may be deemed to own beneficially
285,714 shares of Class B Common Stock beneficially owned directly by OMI LLC.
Such shares represent, in the aggregate, approximately 66.4% of the Issuer's
shares of Class A Common Stock, assuming conversion of all of such Reporting
Person's shares of Class B Common Stock into Class A Common Stock, and 83.8% of
the combined voting power of outstanding shares of Class A Common Stock and
Class B Common Stock. Mr. Schwartz is the Chairman of the Board, President and
Chief Executive Officer of Onex and the indirect holder of all the issued and
outstanding shares of Multiple Voting Shares of Onex (see Item 2), and therefore
may also be deemed to own beneficially such shares of Class A Common Stock.
As described above, OMI LLC beneficially owns 285,714 shares of
Class A Common Stock issuable upon conversion of Class B Common Stock. Such
shares represent approximately 7.8% of the Issuer's shares of Class A Common
Stock, assuming conversion of all of such Reporting Person's shares of Class B
Common Stock into Class A Common Stock, and 4.5% of the combined voting power of
the outstanding shares of Class A Common Stock and Class B Common Stock.
As described above, Ohio LLC beneficially owns 379,242 shares of
Class A Common Stock issuable upon conversion of Class B Common Stock. Such
shares represent approximately 10.0% of the Issuer's shares of Class A Common
Stock, assuming conversion of all of such Reporting Person's shares of Class B
Common Stock into Class A Common Stock,
Page 13 of 32 pages.
<PAGE> 14
and 6.0% of the combined voting power of the outstanding shares of Class A
Common Stock and Class B Common Stock.
(c) Except as described herein, no Reporting Person nor, to the
best knowledge of each Reporting Person, any person identified in Item 2, has
effected any transaction in shares of Class A Common Stock or Class B Common
Stock since the most recent filing on Schedule 13D.
(d) To the best knowledge of the Reporting Persons, 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, shares of Class
A Common Stock or Class B Common Stock representing more than 5% of such classes
of common stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities
of the Issuer.
Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Smith Barney Inc., as representatives of the several
underwriters of the Issuer's initial public offering, entered into an Agreement,
dated as of November 15, 1996 (the "Lock-up Agreements"), with each of DHC and
Onex, see Exhibits 2 and 3, respectively, with respect to the shares of Class A
Common Stock and Class B Common Stock (including any securities convertible into
or exercisable or exchangeable for such shares) held by such Reporting Persons.
Pursuant to the Lock-up Agreements, DHC and Onex agreed, subject to certain
exceptions described therein, not to transfer or dispose (or, in the case of
Onex, permit any affiliates to transfer or dispose) of such shares on or prior
to May 10, 1997.
Page 14 of 32 pages.
<PAGE> 15
Certain persons named in Item 2 are subject to a shareholders
agreement restricting transfer of the shares of Class A Common Stock and Class B
Common Stock held by them. See Schedule B.
Item 7. Material to Be Filed as Exhibits.
1. Joint Filing Agreement, dated January 8, 1997, among DHC,
Onex, Mr. Schwartz, OMI LLC and Ohio LLC.
2. Agreement, dated as of November 15, 1996, among Morgan
Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Smith Barney Inc., as
Representatives of the Several Underwriters, and DHC,
incorporated by reference to the Schedule 13D relating to
the Issuer filed with the Securities and Exchange
Commission by DHC, Onex and Mr. Schwartz on November 25,
1996.
3. Agreement, dated as of November 15, 1996, among Morgan
Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Smith Barney Inc., as
Representatives of the Several Underwriters, and Onex,
incorporated by reference to the Schedule 13D relating to
the Issuer filed with the Securities and Exchange
Commission by DHC, Onex and Mr. Schwartz on November 25,
1996.
4. Agreement, dated as of December 2, 1996, among Morgan
Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Smith Barney Inc., as
Representatives of the Several Underwriters, and OMI LLC.
5. Agreement, dated as of December 2, 1996, among Morgan
Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Smith Barney Inc., as
Representatives of the Several Underwriters, and Ohio LLC.
6. Amended and Restated Director Shareholders Agreement,
dated as of November 15, 1996, among the Issuer, DHC and
the individuals party thereto from time to time,
incorporated by reference to the Schedule 13D relating to
the Issuer filed with the Securities and Exchange
Commission by DHC, Onex and Mr. Schwartz on November 25,
1996.
Page 15 of 32 pages.
<PAGE> 16
7. Power of Attorney incorporated by reference to the
Amendment to Form 4 relating to Dura Automotive Systems,
Inc., filed with the Securities and Exchange Commission by
Onex on September 10, 1996.
8. Power of Attorney incorporated by reference to the
Amendment to Form 4 relating to Dura Automotive Systems,
Inc., filed with the Securities and Exchange Commission by
Mr. Schwartz on September 10, 1996.
Page 16 of 32 pages.
<PAGE> 17
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.
Dated: January 8, 1997
ONEX DHC LLC
By: /s/ Donald F. West
-----------------------------------
Name: Donald F. West
Title: Authorized Signatory
ONEX CORPORATION
By: /s/ Anthony Munk
-----------------------------------
Name: Anthony Munk
Title: Authorized Signatory
/s/ Anthony Munk
----------------------------------------
Authorized Signatory for
GERALD W. SCHWARTZ
ONEX OMI LLC
By: /s/ Donald F. West
-----------------------------------
Name: Donald F. West
Title: Authorized Signatory
ONEX OHIO LLC
By: /s/ Donald F. West
-----------------------------------
Name: Donald F. West
Title: Authorized Signatory
Page 17 of 32 pages.
<PAGE> 18
SCHEDULE A
Directors and Executive Officers of
Onex DHC LLC ("DHC")
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT CITIZENSHIP
- ---- ---------------- ------------------------ -----------
<S> <C> <C> <C>
Donald F. West 421 Leader Street Representative, and President of United States
Marion, Ohio 43302 Skyaire, Inc., an investment holding
corporation
John D. Kelly 421 Leader Street Representative, and President of Na- United States
Marion, Ohio 43302 Churs Plant Food Company, a
manufacturer of liquid fertilizer
used by farmers
Ewout R. Heersink 161 Bay Street Representative, and Vice President Dutch
P.O. Box 700 of Onex Corporation
Toronto, Ontario
Canada M5J 2S1
</TABLE>
Page 18 of 32 pages.
<PAGE> 19
SCHEDULE B
1. Directors and Executive Officers of Onex Corporation ("Onex")
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT CITIZENSHIP
- ---- ---------------- ------------------------ -----------
<S> <C> <C> <C>
Gerald W. Schwartz 161 Bay Street Chairman of the Board, President, Canadian
P.O. Box 700 Chief Executive Officer and
Toronto, Ontario Director
Canada M5J 2S1
Ewout R. Heersink 161 Bay Street Vice President and Chief Financial Dutch
P.O. Box 700 Officer
Toronto, Ontario
Canada M5J 2S1
Mark L. Hilson 161 Bay Street Vice President Canadian
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
Anthony R. Melman 161 Bay Street Vice President Canadian
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
Anthony Munk 161 Bay Street Vice President Canadian
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
John S. Elder, Q.C. 161 Bay Street Secretary Canadian
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
Dan C. Casey Creson Corporation Director, Chairman and Chief Canadian
5255 Yonge Street Executive Officer of Creson
Suite 804 Corporation, an Ontario real estate
North York, Ontario company
Canada M2N 6P4
</TABLE>
Page 19 of 32 pages.
<PAGE> 20
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT CITIZENSHIP
- ---- ---------------- ------------------------ -----------
<S> <C> <C> <C>
Donald H. Gales Ellesmere Britannia Director, Corporate Director Canadian
P.O. Box 1698GT, Villa 639
Grand Cayman Island
British West Indies
Serge Gouin Le Groupe Videotron Ltee Director, President and Chief Canadian
300, ave Viger est Operating Officer of Le Groupe
Montreal, Quebec Videotron Ltee, a Canadian
Canada H2V 2T6 television company
Brian M. King 69 Sherwood Avenue Director, Corporate Director Canadian
Scarborough, Ontario
Canada M1R 1N6
J. William E. Mingo, Stewart McKelvey Director, Partner at Stewart Canadian
Q.C. Stirling Scales McKelvey Stirling Scales, a law
1959 Upper Water St. firm in Halifax, Nova Scotia
10th Floor
Halifax, Nova Scotia
Canada B3J 2X2
J. Robert S. Prichard, University of Toronto Director, President of the Canadian
O.C. Kings College Circle University of Toronto
Simcoe Hall, Room 206
Toronto, Ontario
Canada M5S 1A1
R. Geoffrey P. Styles* Royal Bank Plaza Director, Corporate Director Canadian
Suite 3115,
South Tower
Toronto, Ontario
Canada M5J 2J5
</TABLE>
- --------
* Shares of Class B Common Stock held by Mr. Styles are subject to
restrictions on transfer set forth in a Director Shareholders Agreement
described in Part 2 of this Schedule B.
Page 20 of 32 pages.
<PAGE> 21
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT CITIZENSHIP
- ---- ---------------- ------------------------ -----------
<S> <C> <C> <C>
Arni C. Thorsteinson Shelter Canadian Properties Director, President of Shelter Canadian
Limited Canadian Properties Limited, a
2600-7 Evergreen Place Canadian diversified, real estate
Winnipeg, Manitoba and investment company
Canada R3L 2T3
</TABLE>
Page 21 of 32 pages.
<PAGE> 22
2. Director Shareholders Agreement.
The following is a summary of certain provisions of the Amended
and Restated Director Shareholders Agreement among the Issuer, DHC and certain
directors ("Director Holders") of the Issuer (the "Director Shareholders
Agreement").
The Director Shareholders Agreement governs, among other things,
the manner and means by which Class B Common Stock (and Class A Common Stock
issuable upon conversion of such shares of Class B Common Stock) held by the
Director Holders at any time may be transferred. Pursuant to such Agreement, the
transfer of such shares, including shares received upon the conversion of
options, by Director Holders is prohibited except (i) to immediate family
members (or to trusts for the exclusive benefit of the transferor or his
immediate family members), or (ii) through the facilities of any securities
exchange, provided that such sales do not occur within 180 days of any public
offering of common stock of the Issuer.
The Director Shareholders Agreement terminates if Onex and its
affiliates cease to hold in the aggregate 20% of the outstanding voting capital
stock of the Issuer or if another person or group holds in the aggregate a
greater percentage of the outstanding voting capital stock of the Issuer than
Onex and its affiliates.
Page 22 of 32 pages.
<PAGE> 23
SCHEDULE C
Directors and Executive Officers of
Onex OMI LLC ("OMI LLC")
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT CITIZENSHIP
- ---- ---------------- ------------------------ -----------
<S> <C> <C> <C>
Donald F. West 421 Leader Street Representative, and President of United States
Marion, Ohio 43302 Skyaire, Inc., an investment holding
corporation
John D. Kelly 421 Leader Street Representative, and President of Na- United States
Marion, Ohio 43302 Churs Plant Food Company, a
manufacturer of liquid fertilizer used
by farmers
Ewout R. Heersink 161 Bay Street Representative, and Vice President Dutch
P.O. Box 700 of Onex Corporation
Toronto, Ontario
Canada M5J 2S1
</TABLE>
Page 23 of 32 pages.
<PAGE> 24
SCHEDULE D
Directors and Executive Officers of
Onex Ohio LLC ("Onex Ohio")
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT CITIZENSHIP
- ---- ---------------- ------------------------ -----------
<S> <C> <C> <C>
Donald F. West 421 Leader Street Representative, and President of United States
Marion, Ohio 43302 Skyaire, Inc., an investment holding
corporation
John D. Kelly 421 Leader Street Representative, and President of Na- United States
Marion, Ohio 43302 Churs Plant Food Company, a
manufacturer of liquid fertilizer used
by farmers
Ewout R. Heersink 161 Bay Street Representative, and Vice President Dutch
P.O. Box 700 of Onex Corporation
Toronto, Ontario
Canada M5J 2S1
</TABLE>
Page 24 of 32 pages.
<PAGE> 25
Index to Exhibits
<TABLE>
<CAPTION>
PAGE NO. IN
SEQUENTIAL
EXHIBIT NUMBERING SYSTEM
- ------- ----------------
<S> <C> <C>
1. Joint Filing Agreement, dated January 8, 1997, among DHC, Onex, Mr.
Schwartz, OMI LLC and Ohio LLC.
2. Agreement, dated as of November 15, 1996, among Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Smith Barney Inc., as Representatives of the Several Underwriters, and
DHC, incorporated by reference to the Schedule 13D relating to the
Issuer filed with the Securities and Exchange Commission by DHC, Onex
and Mr. Schwartz on November 25, 1996.
3. Agreement, dated as of November 15, 1996, among Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Smith Barney Inc., as Representatives of the Several Underwriters, and
Onex, incorporated by reference to the Schedule 13D relating to the
Issuer filed with the Securities and Exchange Commission by DHC, Onex
and Mr. Schwartz on November 25, 1996.
4. Agreement, dated as of December 2, 1996, among Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Smith Barney Inc., as Representatives of the Several Underwriters, and
OMI LLC.
5. Agreement, dated as of December 2, 1996, among Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Smith Barney Inc., as Representatives of the Several Underwriters, and
Ohio LLC.
6. Amended and Restated Director Shareholders Agreement, dated as of
November 15, 1996, among the Issuer, DHC and the individuals party
thereto from time to time, incorporated by reference to the Schedule
13D relating to the Issuer filed with the Securities and Exchange
Commission by DHC, Onex and Mr. Schwartz on November 25, 1996.
</TABLE>
Page 25 of 32 pages.
<PAGE> 26
<TABLE>
<CAPTION>
PAGE NO. IN
SEQUENTIAL
EXHIBIT NUMBERING SYSTEM
- ------- ----------------
<S> <C> <C>
7. Power of Attorney incorporated by reference to the Amendment to Form 4
relating to Dura Automotive Systems, Inc., filed with the Securities
and Exchange Commission by Onex on September 10, 1996.
8. Power of Attorney incorporated by reference to the Amendment to Form 4
relating to Dura Automotive Systems, Inc., filed with the Securities
and Exchange Commission by Mr. Schwartz on September 10, 1996.
</TABLE>
Page 26 of 32 pages.
<PAGE> 1
Exhibit 1
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to file jointly Amendment No. 1 to
the Statement on Schedule 13D (the "Statement") relating to the Class A Common
Stock, $.01 par value per share, of ProSource, Inc., and any further amendments
thereto which may be deemed necessary pursuant to Regulation 13D or G
promulgated under Section 13 of the Securities Exchange Act of 1934, as amended.
It is understood and agreed that a copy of this Agreement shall be
attached as an exhibit to the Statement, filed on behalf of each of the parties
hereto.
This Agreement may be executed in multiple counterparts, each of
which shall constitute an original, one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this
Agreement as of the 8th day of January, 1997.
ONEX DHC LLC
By:/s/ Donald F. West
-------------------------------------
Name: Donald F. West
Title: Authorized Signatory
ONEX CORPORATION
By:/s/ Anthony Munk
-------------------------------------
Name: Anthony Munk
Title: Authorized Signatory
/s/ Anthony Munk
----------------------------------------
Authorized Signatory for
GERALD SCHWARTZ
Page 27 of 32 pages.
<PAGE> 2
ONEX OMI LLC
By:/s/ Donald F. West
-------------------------------------
Name: Donald F. West
Title: Authorized Signatory
ONEX OHIO LLC
By:/s/ Donald F. West
-------------------------------------
Name: Donald F. West
Title: Authorized Signatory
Page 28 of 32 pages.
<PAGE> 1
Exhibit 4
December 2, 1996
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs and Mesdames:
The undersigned understands that you, as Representatives of
the several Underwriters, entered into an Underwriting Agreement (the
"UNDERWRITING AGREEMENT") with ProSource, Inc., a Delaware corporation (the
"COMPANY") providing for the public offering (the "PUBLIC OFFERING") by the
several Underwriters, including yourselves, of 3,400,000 shares (the "SHARES")
of Class A Common Stock, par value $.01 per share of the Company (collectively
with the Class B Common Stock, par value $.01 per share of the Company, the
"COMMON STOCK").
To induce the Underwriters that participated in the Public
Offering to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley & Co. Incorporated on behalf of the Underwriters, it will not, during
the period commencing on the date hereof and ending 180 days after the date of
the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (whether such shares or any such securities are
now owned by the undersigned or are hereafter acquired), (2) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise or (3) cause or
permit any of its affiliates to do any of the foregoing. The foregoing sentence
shall not apply to the sale of any Shares to the Underwriters pursuant to the
Underwriting Agreement or to any Permitted Transferee (as defined below). In
addition, the undersigned agrees that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not,
during the period commencing on the date hereof and ending 180 days after the
date of the Prospectus, make any demand for or exercise any right with respect
to, the registration of any shares of
Page 29 of 32 pages.
<PAGE> 2
Common Stock or any security convertible into or exercisable or exchangeable for
Common Stock. "PERMITTED TRANSFEREE" shall mean (i) any pledgee of Common Stock
as security for indebtedness existing on the date hereof incurred in connection
with financing the purchase of such Common Stock, and any pledgee of such Common
Stock in connection with any refinancing of such indebtedness and (ii) any
entity controlling, controlled by or under common control with Onex Corporation
provided that such entity agrees to be bound by the terms of this agreement.
Very truly yours,
Onex OMI LLC
By:/s/ Donald F. West
-------------------------------------
Accepted as of the date first set forth above:
Morgan Stanley & Co. Incorporated
By:/s/ William H. Wright II
-------------------------------
Name: William H. Wright II
Title: Principal
Page 30 of 32 pages.
<PAGE> 1
Exhibit 5
December 2, 1996
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Smith Barney Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs and Mesdames:
The undersigned understands that you, as Representatives of
the several Underwriters, entered into an Underwriting Agreement (the
"UNDERWRITING AGREEMENT") with ProSource, Inc., a Delaware corporation (the
"COMPANY") providing for the public offering (the "PUBLIC OFFERING") by the
several Underwriters, including yourselves, of 3,400,000 shares (the "SHARES")
of Class A Common Stock, par value $.01 per share of the Company (collectively
with the Class B Common Stock, par value $.01 per share of the Company, the
"COMMON STOCK").
To induce the Underwriters that participated in the Public
Offering to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Morgan
Stanley & Co. Incorporated on behalf of the Underwriters, it will not, during
the period commencing on the date hereof and ending 180 days after the date of
the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1)
offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (whether such shares or any such securities are
now owned by the undersigned or are hereafter acquired), (2) enter into any swap
or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise or (3) cause or
permit any of its affiliates to do any of the foregoing. The foregoing sentence
shall not apply to the sale of any Shares to the Underwriters pursuant to the
Underwriting Agreement or to any Permitted Transferee (as defined below). In
addition, the undersigned agrees that, without the prior written consent of
Morgan Stanley & Co. Incorporated on behalf of the Underwriters, it will not,
during the period commencing on the date hereof and ending 180 days after the
date of the Prospectus, make any demand for or exercise any right with respect
to, the registration of any shares of
Page 31 of 32 pages.
<PAGE> 2
Common Stock or any security convertible into or exercisable or exchangeable for
Common Stock. "PERMITTED TRANSFEREE" shall mean (i) any pledgee of Common Stock
as security for indebtedness existing on the date hereof incurred in connection
with financing the purchase of such Common Stock, and any pledgee of such Common
Stock in connection with any refinancing of such indebtedness and (ii) any
entity controlling, controlled by or under common control with Onex Corporation
provided that such entity agrees to be bound by the terms of this agreement.
Very truly yours,
Onex Ohio LLC
By:/s/ Donald F. West
-------------------------------------
Accepted as of the date first set forth above:
Morgan Stanley & Co. Incorporated
By:/s/ William H. Wright II
---------------------------------
Name: William H. Wright II
Title: Principal
Page 32 of 32 pages.
