-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NYR63iC5yN0YOEgyN5Owe8BQYfBWOvz4vUGSB4kiMA1OC6bojhKxkYijnVz9ZB0h 8JZBoNKzQFZFD7YtTJKIDg== 0000950142-01-500278.txt : 20010824 0000950142-01-500278.hdr.sgml : 20010824 ACCESSION NUMBER: 0000950142-01-500278 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010823 GROUP MEMBERS: RMC GROUP P.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUTTIG BUILDING PRODUCTS INC CENTRAL INDEX KEY: 0001093082 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 430334550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57307 FILM NUMBER: 1721996 BUSINESS ADDRESS: STREET 1: 14500 S. OUTER FORTY RD STREET 2: SUITE 400 CITY: CHESTERFIELD STATE: MO ZIP: 63006-1041 BUSINESS PHONE: 3142162600 MAIL ADDRESS: STREET 1: PO BOX 1041 CITY: CHESTERFIELD STATE: MO ZIP: 63006-1041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RUGBY GROUP LTD CENTRAL INDEX KEY: 0001100921 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CROWN HOUSE STREET 2: RUGBY UNITED KINGDOM CV21 BUSINESS PHONE: 011441788542666 MAIL ADDRESS: STREET 1: CROWN HOUSE STREET 2: RUGBY UNITED KINGDOM CV21 FORMER COMPANY: FORMER CONFORMED NAME: RUGBY GROUP PLC DATE OF NAME CHANGE: 19991213 SC 13D/A 1 sc13da2-huttig.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Huttig Building Products, Inc. (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 448451 10 4 (CUSIP Number) Toby S. Myerson, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 (212) 373-3033 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 20, 2001 (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(e) or 13d-1(f) or 13d-1(g), check the following box [_]. *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). 2 CUSIP No. 448451 10 4 - -------------------------------------------------------------------------------- 1. Name of Reporting Person: I.R.S. Identification No. of Above Person: The Rugby Group Limited (formerly known as The Rugby Group PLC) - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [X] (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: England and Wales - -------------------------------------------------------------------------------- 7. Sole Voting Power: 0 Number of Shares Beneficially Owned By ------------------------------------------------ Each 8. Shared Voting Power: 5,755,940 (1) Reporting Person ------------------------------------------------ With 9. Sole Dispositive Power: 0 ------------------------------------------------ 10. Shared Dispositive Power: 5,755,940 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by the Reporting Person: 5,755,940 (1) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 28.9% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person: CO - -------------------------------------------------------------------------------- - ------------------------ 1 Reflects beneficial ownership after the closing of the sale, expected to be on or about August 28, 2001, by Rugby to the Issuer of 790,484 shares of Common Stock pursuant to a letter agreement, dated August 20, 2001, between Rugby and the Issuer. The closing of the sale is subject only to payment of the purchase price for such shares and the delivery of such shares at such closing. See Item 5 herein. 3 CUSIP No. 448451 10 4 - -------------------------------------------------------------------------------- 1. Name of Reporting Person: I.R.S. Identification No. of Above Person: RMC Group p.l.c. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group: (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: Not applicable. - -------------------------------------------------------------------------------- 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: England and Wales - -------------------------------------------------------------------------------- 7. Sole Voting Power: 0 Number of Shares ------------------------------------------------ Beneficially 8. Shared Voting Power: 5,755,940 (1) Owned by Each ------------------------------------------------ Reporting 9. Sole Dispositive Power: 0 Person ------------------------------------------------ 10. Shared Dispositive Power: 5,755,940 (1) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by the Reporting Person: 5,755,940 (1) - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 28.9% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person: HC - -------------------------------------------------------------------------------- - ------------------------ 1 Reflects beneficial ownership after the closing of the sale, expected to be on or about August 28, 2001, by Rugby to the Issuer of 790,484 shares of Common Stock pursuant to a letter agreement, dated August 20, 2001, between Rugby and the Issuer. The closing of the sale is subject only to payment of the purchase price for such shares and the delivery of such shares at such closing. See Item 5 herein. 4 ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 ("Amendment No. 2") to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D, dated December 22, 1999, filed by The Rugby Group PLC (now known as The Rugby Group Limited), a limited company registered in England and Wales under company number 206971 ("Rugby") and the Schedule 13D, dated December 22, 1999, filed by RMC Group p.l.c., a public limited company organized under the laws of England and Wales with registered number 249776 ("RMC"), as amended and restated by Amendment No. 1 to the Schedule 13D filed by Rugby and RMC (together, the "Reporting Persons") on April 26, 2000 ("Amendment No. 1") relating to the Common Stock, par value $.01 per share (the "Common Stock") of Huttig Building Products, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 14500 South Outer Forty Road, Suite 400, Chesterfield, MO 63017. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended and restated in its entirety: (a) This statement is being filed pursuant to Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, by Rugby and by RMC (each, a "Reporting Person" and, together, the "Reporting Persons"). As described in Item 4 of Amendment No. 1, as a result of the acquisition of Rugby by RMC, Rugby became a wholly-owned subsidiary of RMC. Rugby then changed its name from The Rugby Group PLC to The Rugby Group Limited, as Rugby is no longer a public limited company. (b) The business address of Rugby is RMC House, Coldharbour Lane, Thorpe, Egham, Surrey, TW20 8TD United Kingdom. The business address of RMC is RMC House, Coldharbour Lane, Thorpe, Egham, Surrey, TW20 8TD United Kingdom. The name, business address, present principal occupation and citizenship of each director and executive officer of Rugby are as follows:
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP - ---- ---------------- ---------------------------- ----------- Graham Edward Clark RMC Group p.l.c., Director British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Stephen John Eastwood The Rugby Group Limited Director British Crown House Rugby Warwickshire CV21 2DT United Kingdom
5
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP - ---- ---------------- ---------------------------- ----------- James Arthur Brooks RMC Group p.l.c., Director British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom John Anthony Robinson RMC Group p.l.c., Director British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Michael Leslie Collins RMC Group p.l.c., Company Secretary British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom
The name, business address, present principal occupation and citizenship of each director and executive officer of RMC are as follows:
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP - ---- ---------------- ---------------------------- ----------- Christopher Hampson RMC Group p.l.c., Chairman (Non-executive) British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Stuart Richmond Walker RMC Group p.l.c., Group Chief Executive British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Robert Ernest Lambourne RMC Group p.l.c., Finance Director British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom
6
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP - ---- ---------------- ---------------------------- ----------- Michael David Hampson RMC Group p.l.c., Chartered Secretary British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Frank James Standish RMC Group p.l.c., Chartered Secretary Irish RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Jurgen Himstedt Readymix AG Director German Readymix-Haus, Daniel-Goldbach-Strasse 25, D-40 880 Ratingen, Germany Alan Sidney James Durant RMC Industries Director British Corporation, One Decatur Town Centre, 15 Ponce de Leon Ave., Ste. 450, Decatur, Georgia 30030 Gerard Letourneau RMC Euro SAS, Director French 2 Rue du Verseau, Silic 423, 94583 Rungis, Cedex, France Michael George Foster RMC Group p.l.c., Director British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Sir David Neil Macfarlane RMC Group p.l.c., Director (Non-Executive) British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom
7
NAME BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP - ---- ---------------- ---------------------------- ----------- William John Alexander RMC Group p.l.c., Director (Non-Executive) British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Francis Alastair Lavie Robinson RMC Group p.l.c., Director (Non-Executive) British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Karlheinz Rosener RMC Group p.l.c., Director (Non-Executive) German RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom Sir James Keith Stuart RMC Group p.l.c., Director (Non-Executive) British RMC House Coldharbour Lane Thorpe, Egham, Surrey TW20 8TD United Kingdom
(c) The principal business of Rugby is the cement and lime business. RMC is in the business of producing ready-mixed concrete and, in addition, has major positions in the production of aggregates, concrete products and cement. (d) Neither the Reporting Persons nor the executive officers or directors of either the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Reporting Persons nor the executive officers or directors of either the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) The citizenship of all the natural persons identified in this Item 2 has been described above in subsection (b) of this Item 2. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Unchanged. 8 ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented by the addition of the following: This Amendment No. 2 is being filed as a result of a letter agreement dated August 20, 2001 (the "Letter Agreement") between the Issuer and Rugby, pursuant to which Rugby agreed to sell 790,484 shares of Common Stock (the "Shares") to the Issuer as part of the Issuer's stock repurchase program ("Stock Repurchase Program"), at a price of $5.99 per share, which was the closing price of the Issuer's Common Stock on the New York Stock Exchange on that date. The aggregate consideration for the Shares to be paid to Rugby by the Issuer represents Rugby's PRO RATA portion of the aggregate dollar amount of the Stock Repurchase Program, all as more fully described in Item 6 below. The closing of the transaction contemplated by the Letter Agreement (the "Closing") is expected to occur on or about August 28, 2001, and is subject only to payment of the purchase price for the Shares and delivery of the Shares at the Closing. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated in its entirety: (a) As of the Closing, Rugby may be deemed to beneficially own 5,755,940 shares of the Stock, which based on calculations made in accordance with Rule 13d-3 promulgated under the Exchange Act and, to the best of the Reporting Persons' knowledge, there being 19,947,891 (2) shares of Common Stock outstanding at such time, represents 28.9% of the issued and outstanding shares of the Common Stock of the Issuer. As of the Closing, RMC may be deemed to beneficially own 5,755,940 shares of the Stock, which based on calculations made in accordance with Rule 13d-3 promulgated under the Exchange Act and there being 19,947,891 (2) shares of Common Stock outstanding at such time, represents 28.9% of the issued and outstanding shares of the Common Stock of the Issuer. None of the executive officers and directors of either of the Reporting Persons beneficially owns any Common Stock. (b) As of the Closing, Rugby may be deemed to beneficially own 5,755,940 shares of Common Stock with shared voting power and may be deemed to beneficially own 5,755,940 shares of Common Stock with shared dispositive power. As of the Closing, RMC may be deemed to beneficially own 5,755,940 shares of Common Stock with shared voting power and may be deemed to beneficially own 5,755,940 shares of Common Stock with shared dispositive power. By virtue of RMC's 100% ownership of Rugby, Rugby and RMC may be deemed to share voting and dispositive power over the Common Stock. - ------------------------ 2 Reflects the number of shares of Common Stock outstanding as of June 30, 2001, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, less the Shares to be repurchased by the Issuer from Rugby. 9 (c) Except as described in this Amendment No. 2, neither of the Reporting Persons has effected any transaction in shares of the Common Stock during the past 60 days. (d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On August 20, 2001, the Issuer's Board of Directors (the "Board") authorized the Stock Repurchase Program pursuant to which the Issuer is authorized to purchase up to an aggregate of $15 million of currently issued and outstanding Common Stock. On August 20, 2001, pursuant to the Letter Agreement between the Issuer and Rugby, Rugby agreed to sell the Shares to the Issuer as part of the Issuer's Stock Repurchase Program at a price of $5.99 per share, which was the closing price of the Issuer's Common Stock on the New York Stock Exchange on that date. The aggregate consideration for the Shares to be paid to Rugby by the Issuer represents Rugby's PRO RATA portion of the aggregate dollar amount of the Stock Repurchase Program. The Closing is expected to occur on or about August 28, 2001, and is subject only to payment of the purchase price for the Shares and delivery of the Shares at the Closing. As previously described in Amendment No. 1, pursuant to the Registration Rights Agreement, dated December 16, 1999, between Rugby and the Issuer (the "Registration Rights Agreement"), Rugby is entitled to designate for nomination to the Board three directors, two directors and one director so long as Rugby and its affiliates hold in the aggregate 30%, 20% and 10%, respectively, of the then outstanding Common Stock. Pursuant to the Letter Agreement, Rugby and the Issuer agreed that, if solely as a result of the sale of the Shares, shares of Common Stock beneficially owned by Rugby and its affiliates in the aggregate at any time would constitute less than 30% of the Issuer's outstanding stock (such new ownership percentage, as it may increase from time to time as a result of the Issuer's repurchase of Common Stock pursuant to the Stock Repurchase Program, the "New Percentage"), the Registration Rights Agreement would be deemed to be amended so that Rugby would maintain its right to designate for nomination three directors to be elected to the Board, so long as the Common Stock held by Rugby and its affiliates in the aggregate constitutes at least the New Percentage of the then outstanding Common Stock. The foregoing summary of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to Exhibit 1 which is attached hereto and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 -- Letter Agreement between The Rugby Group Limited and the Issuer, dated August 20, 2001. 10 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: August 23, 2001 THE RUGBY GROUP LIMITED By: /s/ Michael Collins --------------------------------------- Name: Michael Collins Title: Secretary RMC GROUP P.L.C. By: /s/ Frank Standish --------------------------------------- Name: Frank Standish Title: Assistant Secretary EX-1 3 ex-1sc13da2.txt EXHIBIT 1 August 20, 2001 Huttig Building Products, Inc. 14500 South Outer Forty Road Chesterfield, MO 63017 Re: Huttig Stock Repurchase Program Gentlemen: In connection with the $15 million stock repurchase program (the "REPURCHASE PROGRAM") authorized today by the board of directors of Huttig Building Products, Inc. ("HUTTIG"), you have advised us that Huttig (i) wishes to repurchase shares of its common stock, par value $.01 per share (the "HUTTIG STOCK") from its shareholders, including The Rugby Group Limited ("RUGBY"), (ii) proposes to repurchase from Rugby $4,735,000 (the "REPURCHASE PRICE") worth of the Huttig Stock owned by Rugby, such dollar amount constituting Rugby's pro rata share, in dollars, of the Repurchase Program, and (iii) may effect the purchases under the Repurchase Program from time to time in the public markets or in private transactions during the ensuing year. Accordingly, in consideration of the foregoing and our mutual covenants and agreements herein contained, Huttig and Rugby hereby agree as follows: 1. PURCHASE AND SALE OF HUTTIG STOCK. Subject to the terms and conditions herein, Huttig agrees to purchase from Rugby, and Rugby agrees to sell to Huttig, as part of the Repurchase Program and at a per share price equal to $5.99, which price is the closing price of the Huttig Stock on the New York Stock Exchange on the date hereof, 790,484 shares of Huttig Stock (the "REPURCHASED RUGBY SHARES"). 2. CLOSING. The closing of the purchase and sale of the Repurchased Rugby Shares shall take place at 10:00 a.m., Eastern Standard Time, on the sixth business day in New York City following Huttig's public announcement of the Repurchase Program (the "CLOSING DATE"), or at such other time as the parties hereto may agree in writing. On the Closing Date, (i) Rugby shall deliver to Huttig or its authorized representatives the share certificate (the "ORIGINAL CERTIFICATE") representing the Huttig Stock held by Rugby, duly endorsed in blank or accompanied by stock powers duly executed in blank in proper form, for the transfer of a portion thereof representing the Repurchased Rugby Shares, and (b) Huttig shall (i) deliver to Rugby, by wire transfer of immediately available funds to a bank account previously designated by Rugby, the Repurchase Price for the Repurchased Rugby Shares and (ii) cause to be delivered to Rugby a new share certificate, in definitive form and registered in the name of Rugby, for the number of shares of Huttig Stock evidenced by the Original Certificate, less the Repurchased Rugby Shares. 3. BOARD DESIGNATION RIGHT. The parties acknowledge and agree that Huttig intends to repurchase from Rugby Huttig Stock constituting Rugby's PRO RATA portion of the aggregate dollar amount authorized for the Repurchase Program. Accordingly, the parties agree that the purchase by Huttig of the Repurchased Rugby Shares from Rugby pursuant to this letter agreement will not cause Rugby to lose its right to designate for nomination three directors to be elected to the Board of Directors of Huttig pursuant to Section 16 of the Registration Rights Agreement between Huttig and Rugby dated as of December 16, 1999 (the "REGISTRATION RIGHTS AGREEMENT"). Accordingly, if, solely as a result of the sale by Rugby of the Repurchased Rugby Shares, the Huttig Stock beneficially owned by Rugby and its affiliates at any time constitutes less than 30% of the outstanding Huttig Stock (such new ownership percentage, as it may increase from time to time as a result of Huttig's repurchases of Huttig Stock pursuant to the Repurchase Program, the "NEW RUGBY HOLDING PERCENTAGE"), Section 16 of the Registration Rights Agreement shall be deemed to have been amended so that Rugby has the right to designate for nomination three directors to be elected to the Board of Directors of Huttig, so long as the Huttig Stock held by Rugby and its affiliates in the aggregate constitutes at least the New Rugby Holding Percentage of the outstanding Huttig Stock. Except as amended by this letter agreement, the Registration Rights Agreement shall continue in full force and effect in accordance with its terms. 4. REPRESENTATIONS AND WARRANTIES OF HUTTIG. Huttig represents and warrants to Rugby as follows: (a) Huttig is a corporation duly incorporated and presently existing in good standing under the laws of the State of Delaware. (b) Huttig has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by Huttig and constitutes a legal, valid and binding agreement of Huttig, enforceable in accordance with its terms. (d) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the certificate of incorporation or by-laws of Huttig, (ii) result in the imposition of any lien under, cause or permit the acceleration of any obligation under, or violate or conflict with the provisions of, any material contract, agreement or instrument to which Huttig is a party or by which Huttig or its assets is bound, or (iii) result in a breach or violation by Huttig of any securities law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency. 2 5. REPRESENTATIONS AND WARRANTIES OF RUGBY. Rugby hereby represents and warrants to Huttig as follows: (a) Rugby is a limited corporation duly organized and presently existing under the laws of England and Wales. (b) Rugby has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) This Agreement has been duly and validly authorized, executed and delivered by Rugby and constitutes a legal, valid and binding obligation of Rugby, enforceable in accordance with its terms. (d) Rugby will, upon payment of the aggregate Repurchase Price in accordance with the terms of this Agreement, transfer and convey to Huttig, good, valid and marketable title to the Repurchased Rugby Shares and the Repurchased Rugby Shares will be transferred and conveyed to Huttig free and clear of all liens, security interests, mortgages, charges, pledges, retention of title agreements and adverse claims regarding title. 6. MISCELLANEOUS. (a) This Agreement shall be binding upon and inure to the benefit of Huttig and Rugby and their respective successors and assigns. (b) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Repurchased Rugby Shares. (c) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and cannot be modified or amended except in writing signed by the parties hereto. (d) This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state. (e) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 3 If the foregoing correctly sets forth our mutual agreement on the matter set forth herein, please sign this letter as indicated below and return a copy to the attention of the undersigned. Very truly yours, THE RUGBY GROUP LIMITED By: /s/ Alan Durant --------------------------------------- Name: Alan Durant Title: Authorized Signatory Accepted and Agreed on this 20th day of August, 2001 HUTTIG BUILDING PRODUCTS, INC. By: /s/ Barry J. Kulpa ---------------------------------------- Name: Barry J. Kulpa Title: President and Chief Executive Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----