0000950152-01-505149.txt : 20011026
0000950152-01-505149.hdr.sgml : 20011026
ACCESSION NUMBER: 0000950152-01-505149
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 8
FILED AS OF DATE: 20011019
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HMI INDUSTRIES INC
CENTRAL INDEX KEY: 0000046445
STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460]
IRS NUMBER: 361202810
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-09620
FILM NUMBER: 1762863
BUSINESS ADDRESS:
STREET 1: 6000 LOMBARDO CENTER
STREET 2: SUITE 500
CITY: SEVEN HILLS
STATE: OH
ZIP: 44131
BUSINESS PHONE: 2164321990
MAIL ADDRESS:
STREET 1: 6000 LOMBARDO CENTER
STREET 2: SUITE 500
CITY: SEVEN HILLS
STATE: OH
ZIP: 44131
FORMER COMPANY:
FORMER CONFORMED NAME: HEALTH MOR INC
DATE OF NAME CHANGE: 19920703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: STEEPLECHASE CORP
CENTRAL INDEX KEY: 0001091568
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: P.O. BOX 2463
STREET 2: STATION B, ONTARIO, CANADA
CITY: RICHMOND HILL ONTARI
BUSINESS PHONE: 9058416900
MAIL ADDRESS:
STREET 1: PO BOX 2463, STATION B
STREET 2: RICHMOND HILL , ONTARIO, CANADA
CITY: L4E 1A5
SC 13D
1
l90849esc13d.txt
HMI INDUSTRIES, INC./STEEPLECHASE SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._________)*
HMI Industries Inc.
-------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
404238 10 7
-----------
(CUSIP Number)
Kirk W. Foley
6845 Davand Drive
Mississauga, Ontario LST 1L4
With a copy to:
Marc H. Morgenstern, Esq.
Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A.
2600 Tower at Erieview
Cleveland, OH 44114-1824
(216) 696-3311
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 19, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [x].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See sec. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
-------------------------------------------------------- ----------------------
CUSIP No. Page 2 of ____ Pages
404238 10 7
-------------------------------------------------------- ----------------------
---------------------- ---------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
Kirk W. Foley
---------------------- ---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ x ]
---------------------- ---------------------------------------------------------
3 SEC USE ONLY
---------------------- ---------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO, PF
---------------------- ---------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------- ---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
---------------------- ---------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 637,476
PERSON WITH
-------- ------------------------------------------------
8 SHARED VOTING POWER
2,339,028
-------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
637,476
-------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,339,028
---------------------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,976,504
---------------------- ---------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
---------------------- ---------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.4%
---------------------- ---------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------- ---------------------------------------------------------
SCHEDULE 13D
------------------------------------------------------- ----------------------
CUSIP No. Page 3 of ______ Pages
404238 10 7
------------------------------------------------------- ----------------------
---------------------- ---------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
Steeplechase Corp.
---------------------- ---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ x ]
---------------------- ---------------------------------------------------------
3 SEC USE ONLY
---------------------- ---------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
---------------------- ---------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------- ---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
---------------------- ---------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
-------- ------------------------------------------------
8 SHARED VOTING POWER
1,709,250
-------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,709,250
---------------------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,709,250
---------------------- ---------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
---------------------- ---------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
---------------------- ---------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
---------------------- ---------------------------------------------------------
SCHEDULE 13D
------------------------------------------------------- ----------------------
CUSIP No. Page 4 of _____ Pages
404238 10 7
------------------------------------------------------- ----------------------
---------------------- ---------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
Fairway Inc.
---------------------- ---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ x ]
---------------------- ---------------------------------------------------------
3 SEC USE ONLY
---------------------- ---------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
---------------------- ---------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------- ---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------------------- ---------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
-------- ------------------------------------------------
8 SHARED VOTING POWER
150,750
-------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
150,750
---------------------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
150,750
---------------------- ---------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
---------------------- ---------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
---------------------- ---------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
---------------------- ---------------------------------------------------------
SCHEDULE 13D
------------------------------------------------------- ----------------------
CUSIP No. Page 5 of _____ Pages
404238 10 7
------------------------------------------------------- ----------------------
---------------------- ---------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
Daniel A. Thompson
---------------------- ---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ x ]
---------------------- ---------------------------------------------------------
3 SEC USE ONLY
---------------------- ---------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
---------------------- ---------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------- ---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
---------------------- ---------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
-------- ------------------------------------------------
8 SHARED VOTING POWER
43,967
-------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
43,967
---------------------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
43,967
---------------------- ---------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
---------------------- ---------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
---------------------- ---------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------- ---------------------------------------------------------
SCHEDULE 13D
---------------------------------------------------------- --------------------
CUSIP No. Page 6 of ____ Pages
404238 10 7
---------------------------------------------------------- --------------------
---------------------- ---------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
Anne M. Baker
---------------------- ---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ x ]
---------------------- ---------------------------------------------------------
3 SEC USE ONLY
---------------------- ---------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
---------------------- ---------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------- ---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------------------- ---------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
-------- ------------------------------------------------
8 SHARED VOTING POWER
137,186
-------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
137,186
---------------------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
137,186
---------------------- ---------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
---------------------- ---------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
---------------------- ---------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------- ---------------------------------------------------------
SCHEDULE 13D
---------------------------------------------------------- ---------------------
CUSIP No. Page 7 of _____ Pages
404238 10 7
---------------------------------------------------------- ---------------------
---------------------- ---------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
Carol Dhama
---------------------- ---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ x ]
---------------------- ---------------------------------------------------------
3 SEC USE ONLY
---------------------- ---------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
---------------------- ---------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------- ---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
---------------------- ---------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
-------- ------------------------------------------------
8 SHARED VOTING POWER
33,775
-------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
33,775
---------------------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,775
---------------------- ---------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
---------------------- ---------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
---------------------- ---------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------- ---------------------------------------------------------
SCHEDULE 13D
-------------------------------------------------------- -----------------------
CUSIP No. Page 8 of _____ Pages
404238 10 7
-------------------------------------------------------- -----------------------
---------------------- ---------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
Isetan Management Ltd.
---------------------- ---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ x ]
---------------------- ---------------------------------------------------------
3 SEC USE ONLY
---------------------- ---------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
---------------------- ---------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------- ---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
---------------------- ---------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
-------- ------------------------------------------------
8 SHARED VOTING POWER
253,100
-------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
-------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
253,100
---------------------- ---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
253,100
---------------------- ---------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
---------------------- ---------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
---------------------- ---------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
---------------------- ---------------------------------------------------------
SCHEDULE 13D
-------------------------------------------------------- -----------------------
CUSIP No. Page 9 of ______ Pages
404238 10 7
-------------------------------------------------------- -----------------------
---------------------- ---------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
Roy Cronacher
---------------------- ---------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ x ]
---------------------- ---------------------------------------------------------
3 SEC USE ONLY
---------------------- ---------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
---------------------- ---------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
---------------------- ---------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
---------------------- ---------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
---------------------- -------- ------------------------------------------------
8 SHARED VOTING POWER
11,000
---------------------- -------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------- -------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,000
---------------------- -------- ------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,000
---------------------- -------- ------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
---------------------- -------- ------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
---------------------- -------- ------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------- -------- ------------------------------------------------
This Report on Schedule 13D is being made by Kirk W. Foley,
Steeplechase Corp. ("Steeplchase"), Fairway Inc. ("Fairway"), Daniel Thompson,
Carol Dhama, Isetan Management Ltd. ("Isetan"), Anne M. Baker and Roy Cronacher
(each, a "Reporting Person", and collectively, the "Reporting Persons"), and
relates to the Common Stock, par value $.01 per share, of HMI Industries, Inc.,
a Delaware corporation ("HMI"). The Reporting Persons constitute a "group" for
purposes of Rule 13d-5 under the Act, as amended, with respect to their
respective beneficial ownership of such common stock.
Mr. Foley, Steeplechase and Fairway hereby amend their previously filed
respective Schedules 13D.
The summary description of certain documents contained in this Schedule
are qualified in their entirety by reference to the complete texts of such
documents filed as Exhibits hereto and incorporated herein by reference.
Information contained herein with respect to each Reporting Person is given
solely by such Reporting Person, and no other Reporting Person has
responsibility for the accuracy or completeness of information supplied by such
other Reporting Person.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is common stock, $.01 par value ("Common Stock") of HMI Industries,
Inc., a Delaware corporation. The address of the Company's principal executive
office is Genesis Office Building, 6000 Lombardo Center, Seven Hills, Ohio
44131.
ITEM 2. IDENTITY AND BACKGROUND.
REPORTING PERSON: Kirk W. Foley:
a) The name of the person filing this report is Kirk W.
Foley;
b) The business address of Mr. Foley is 6845 Davand
Drive Mississauga, Ontario L5T 1L4;
c) The present principal occupation or employment of Mr.
Foley is President of Tube-Fab Ltd., the principal
business of which is manufacturing and assembling
precision tubular assemblies. The address of Tube-Fab
Ltd. is 6845 Davand Drive, Mississauga, Ontario L5T
1L4;
d) During the last five years, Mr. Foley has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors);
e) During the last five years, Mr. Foley was not a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which
proceeding he 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; and
f) Mr. Foley is a citizen of Canada.
REPORTING PERSON: Steeplechase Corp.:
a) The name of the person filing this report is
Steeplechase Corp., a Canadian corporation.
Steeplechase is controlled by Barry L. Needler by
virtue of: (i) his direct or indirect ownership of
more than 50% of the outstanding equity securities of
Steeplechase; and (ii) his position as sole director
and Chief Executive Officer of Steeplechase. The Item
2 information with respect to the directors and
executive officers of Steeplechase is contained in
Exhibit "D" hereto, which is incorporated herein by
reference. Steeplechase and its executive officers
and directors are referred to as the "Steeplechase
Persons";
b) The business address of Steeplechase is P.O. Box
2463, Station B, Richmond Hill, Ontario, Canada, L4E
1A5;
d) During the last five years, none of the Steeplechase
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors); and
e) During the last five years, none of the Steeplechase
Persons was a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which proceeding it 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.
REPORTING PERSON: Fairway Inc.:
a) The name of the person filing this report is Fairway
Inc., a Delaware corporation. Fairway is controlled
by Barry L. Needler by virtue of: (i) his direct or
indirect ownership of more than 50% of the
outstanding equity securities of Steeplechase; and
(ii) his position as sole director and Chief
Executive Officer of Fairway. The Item 2 information
with respect to the directors and executive officers
of Fairway is contained in
Exhibit "D" hereto, which is incorporated herein by
reference. Fairway and its executive officers and
directors are referred to as the "Fairway Persons";
b) The business address of Fairway is P.O. Box 2463,
Station B, Richmond Hill, Ontario, Canada, L4E 1A5;
d) During the last five years, none of the Fairway
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors); and
e) During the last five years, none of the Fairway
Persons was a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which proceeding it 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.
REPORTING PERSON: Daniel A. Thompson:
a) The name of the person filing this report is Daniel
A. Thompson;
b) The address of Mr. Thompson is 2200 Parker Drive,
Mississauga, Ontario, Canada L5B 1W2;
c) Mr. Thompson is retired;
d) During the last five years, Mr. Thompson has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors);
e) During the last five years, Mr. Thompson was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding he 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; and
f) Mr. Thompson is a citizen of Canada.
REPORTING PERSON: Anne M. Baker:
a) The name of the person filing this report is Anne M.
Baker;
b) The address of Ms. Baker is 2 Park Avenue, Peru,
Illinois 61354;
c) The present principal occupation or employment of Ms.
Baker is homemaker;
d) During the last five years, Ms. Baker has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors);
e) During the last five years, Ms. Baker was not a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which
proceeding she 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; and
f) Ms. Baker is a citizen of the United States.
REPORTING PERSON: Carol Dhama:
a) The name of the person filing this report is Carol
Dhama;
b) The address of Ms. Dhama is 105 Windermere Cres.,
Richmond Hill, Ontario, Canada L4C 6Y8
c) Ms. Dhama is self-employed;
d) During the last five years, Ms. Dhama has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors);
e) During the last five years, Ms. Dhama was not a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which
proceeding she 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; and
f) Ms. Dhama is a citizen of Canada.
REPORTING PERSON: Isetan Management Ltd.:
a) The name of the person filing this report is Isetan
Management Ltd., a Canadian corporation. Isetan is
controlled by Murray Walker by virtue of: (i) his
direct or indirect ownership of more than 50% of the
outstanding equity securities of Isetan; and (ii) his
position as sole director and President of Isetan.
The Item 2 information with respect to the directors
and executive officers of Isetan is contained in
Exhibit "E" hereto, which is incorporated herein by
reference. Isetan and its executive officers and
directors are referred to as the "Isetan Persons";
b) The business address of Isetan is 4 Hunters Glen
Road, Aurora, Ontario, Canada L4G 6W4;
d) During the last five years, none of the Isetan
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors);
e) During the last five years, none of the Isetan
Persons was a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which proceeding he 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; and
REPORTING PERSON: Roy W. Cronacher:
a) The name of the person filing this report is Roy W.
Cronacher;
b) The business address of Mr. Cronacher is 1076
Goodlette Road, North, Naples, Florida 34102;
c) The present principal occupation or employment of Mr.
Cronacher is President of Cronacher Development
Corporation, the principal business of which is real
estate development. The address of Cronacher
Development Corporation is 1076 Goodlette Road,
North, Naples, Florida 34102.
d) During the last five years, Mr. Cronacher has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors);
e) During the last five years, Mr. Cronacher was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which proceeding he 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; and
f) Mr. Cronacher is a citizen of the United States.
ITEM 3. SOURCE OF AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 19, 2001, the Reporting Persons entered into a Stockholder
Voting Agreement whereby the Reporting Persons made certain agreements regarding
their power to vote and dispose of their shares of Common Stock and agreeing to
grant an irrevocable proxy to Mr. Foley as their designated agent. See Item 6
for a description of the terms of the Stockholders Voting Agreement.
No consideration was granted to any Reporting Person in connection with
the execution of the Stockholders Voting Agreement beyond the agreements and
covenants contained therein.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons executed the Stockholders Voting Agreement for
the purpose of maximizing the stockholders' value of HMI, which may include,
without limitation: (a) the sale or merger of HMI; (b) the purchase or sale of
assets by HMI; (c) fixing the number and election of directors of HMI; (d)
changing HMI's capital structure; (e) amending HMI's Certificate of
Incorporation or Bylaws; and (f) reclassifying HMI's capital stock.
The Reporting Persons may buy or sell additional shares of Common Stock
in the open market or otherwise on such terms and at such times as the Reporting
Persons consider desirable. Any decision by the Reporting Persons to increase,
decrease or dispose of their position in HMI would be based upon factors,
including, but not limited to, the business of HMI, the price of the shares of
Common Stock, the terms and conditions of the transaction and prevailing market
conditions.
No specific proposal is intended to be submitted to the stockholders of
HMI for their consideration at this time. However, the Reporting Persons intend
to (i) seek to obtain control of the Board of Directors of HMI and (ii) seek to
have the Board of Directors of HMI engage an investment banking firm to explore
strategic alternatives and make recommendations to the Board of Directors, which
may include programs to strengthen HMI's direct sales distribution network
Other than as explicitly set forth herein, the Reporting Persons have
no present plans or proposals which may relate to or would result in:
(i) The acquisition or disposition of any additional
securities of HMI by any person;
(ii) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving HMI
or any of its subsidiaries;
(iii) A sale or transfer of a material amount of assets of
HMI or any of its subsidiaries;
(iv) Any change in the present Board of Directors or
management of HMI, including any plans or proposals
to change the number or term of directors or to fill
any existing vacancies on the Board;
(v) Any material change in the present capitalization or
dividend policy of HMI;
(vi) Any other material change in HMI's business or
corporate structure;
(vii) Changes in HMI's charter, bylaws or instruments
corresponding thereto or other actions which may
impede the acquisition of control of HMI by any
person;
(viii) Causing a class of securities of HMI 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 registered national securities
association;
(ix) A change of equity securities of HMI becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(x) Any action similar to any of those enumerated above.
The purposes of the Reporting Persons under the Stockholders Voting
Agreement may change if the intentions, expectations and plans of the Reporting
Persons change in the future.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
HMI's quarterly report on Form 10-Q for the quarter ending June 30,
2001 reports that, as of August 1, 2001, there were 6,707,832 shares of Common
Stock outstanding. As of the date hereof, the Reporting Persons beneficially own
shares of Common Stock as follows:
(i) Mr. Foley beneficially owns 2,976,504 shares of
Common Stock or approximately 44.4% of the shares of
Common Stock of the Company, including:
(a) 24,568 shares of Common Stock owned directly
by Mr. Foley;
(b) 520,148 shares of Common Stock owned of
record by Amherst Tanti U.S. Inc., a
corporation wholly owned by Mr. Foley and
his spouse;
(c) 10,300 shares of Common Stock held in a
retirement fund for the benefit of Mr.
Foley;
(d) Mr. Foley is the holder of an option,
exercisable within 60 days, to purchase
82,460 shares of Common Stock and Mr. Foley
holds an irrevocable proxy for such shares;
and
(e) 2,339,028 shares of Common Stock for which
Mr. Foley holds irrevocable proxies.
(ii) Steeplechase beneficially owns 1,709,250 shares of
Common Stock or approximately 25.5% of the
outstanding shares of Common Stock.
(iii) Fairway beneficially owns 150,750 shares of Common
Stock or approximately 2.2% of the outstanding shares
of Common Stock.
(iv) Mr. Thompson beneficially owns 43,967 shares of
Common Stock or less than 1% of the outstanding
shares of Common Stock.
(v) Ms. Baker beneficially owns 137,186 shares of Common
Stock or approximately 2.0% of the outstanding shares
of Common Stock.
(vi) Ms. Dhama beneficially owns 33,775 shares of Common
Stock or less than 1% of the outstanding shares of
Common Stock.
(vii) Isetan beneficially owns 253,100 shares of Common
Stock or approximately 3.8% of the outstanding shares
of Common Stock.
(viii) Mr. Cronacher beneficially owns 11,000 shares of
Common Stock or less than 1% of the outstanding
shares of Common Stock. The voting and dispositive
power of the shares is exercised by Mr.
Cronacher, as Trustee of the Roy W. Cronacher, Jr.
Living Trust dated 10/7/83.
By virtue of their status as a "group" for purposes of Rule 13d-5, the
Reporting Persons may be deemed to have shared voting and dispositive power over
the shares owned by the other Reporting Persons. Other than with respect to the
shared power to vote or dispose or to direct the vote or disposition of the
shares of Common Stock arising from the execution and delivery of Stockholders
Voting Agreement and the Proxies executed in connection therewith, no obligation
(other than as explicitly disclosed herein) exists whereby the Reporting Persons
would share voting or dispositive power of the shares of Common Stock owned by
the other Reporting Persons. Other than as disclosed herein, each Reporting
Person disclaims any beneficial ownership interest in the shares owned by the
other Reporting Persons.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER.
The information set forth in Items 3, 4, and 5 of this Schedule 13D is
hereby incorporated by reference herein.
Pursuant to the Stockholders Voting Agreement, the Reporting Persons
agreed to vote all of the shares of Common Stock owned or controlled by such
Reporting Person as directed by Mr. Foley, as the designated agent ("Designated
Agent"). The Designated Agent may direct the vote of the shares of Common Stock
in every matter submitted to HMI stockholders for stockholder votes, consent,
waiver, release or other action and the right to take part in any corporate or
stockholders' action, whether ordinary or extraordinary, and on any other matter
that the Designated Agent may request including, but not limited to: (a) the
sale or merger of HMI; (b) the purchase or sale of assets by HMI; (c) fixing the
number and election of directors of HMI; (d) changing HMI's capital structure;
(e) amending HMI's Certificate of Incorporation or Bylaws; and (f) reclassifying
HMI's capital stock. Under the terms of the Stockholders Voting Agreement, each
Reporting Person executed and delivered an irrevocable proxy granting the
Designated Agent the right to vote, or to execute and deliver stockholder
written consents, in respect to all of the shares of Common Stock owned by the
Reporting Persons; provided that the authority does not apply to any vote with
respect to a transaction with an entity in which the Designated Agent has a
disproportionate equity interest in relation to the interests of the other
Reporting Persons.
In addition to the terms of the Stockholders Voting Agreement, each
Reporting Person agreed that it shall not transfer any of the shares of Common
Stock owned by such Reporting Person, except for transfers that may be directed
and approved by the Designated Agent. Additionally, each Reporting Person agreed
that upon request of the Designated Agent, such Reporting Person will tender any
shares of Common Stock owned by such Reporting Person into a sale, tender offer,
or exchange offer that is presented to HMI's stockholders for consideration.
Mr. Foley entered into an Option Agreement (the "Option Agreement")
with Mr. Dominic Soffee whereby Mr. Foley obtained the option to purchase 82,460
shares of HMI Common Stock owned by Mr. Soffee. In connection with and pursuant
to the Option Agreement, Mr. Soffee executed an irrevocable proxy in favor of
Mr. Foley covering the shares of Common Stock subject to the Option Agreement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit A Joint Filing Agreement
Exhibit B Stockholders Voting Agreement
Exhibit C Form of Irrevocable Proxy for Stockholders Voting
Agreement
Exhibit D Item 2 Information for the Directors and Officers of
Steeplechase and Fairway
Exhibit E Item 2 Information for the Directors and Officers of
Steeplechase and Isetan
Exhibit F Option Agreement
Exhibit G Irrevocable Proxy
SIGNATURES
After reasonable inquiry and to the best of my respective knowledge and
belief, I certify that the information set forth in this Statement is true,
correct and complete.
Dated: October 19, 2001 /s/ Kirk W. Foley
------------------------------------
Kirk W. Foley
STEEPLECHASE CORP.
/s/ Barry Needler
------------------------------------
Barry Needler, President
FAIRWAY INC.
/s/ Barry Needler
------------------------------------
Barry Needler, President
/s/ Daniel A. Thompson
------------------------------------
Daniel A. Thompson
/s/ Carol Dhama
------------------------------------
Carol Dhama
ISETAN MANAGEMENT LTD.
/s/ Murray Walker
------------------------------------
Murray Walker, President
/s/ Anne M. Baker
------------------------------------
Anne M. Baker
/s/ Roy W. Cronacher
------------------------------------
Roy W. Cronacher
EX-99.A
3
l90849eex99-a.txt
EXHIBIT A
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of HMI Industries, Inc. filed on October 18, 2001
is, and any amendments thereto signed by each of the undersigned shall be, filed
on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this
Joint Filing Agreement be included as an Exhibit to such Schedule 13D. This
Joint Filing Agreement may be executed in any number of counterparts all of
which shall constitute one and the same instrument.
[SIGNATURES FOLLOW ON NEXT PAGE]
Dated: October 19, 2001 /s/ Kirk W. Foley
--------------------------------------
Kirk W. Foley
STEEPLECHASE CORP.
/s/ Barry Needler
--------------------------------------
Barry Needler, President
FAIRWAY INC.
/s/ Barry Needler
--------------------------------------
Barry Needler, President
/s/ Daniel A. Thompson
--------------------------------------
Daniel A. Thompson
/s/ Carol Dhama
--------------------------------------
Carol Dhama
ISETAN MANAGEMENT LTD.
/s/ Murray Walker
--------------------------------------
Murray Walker, President
/s/ Anne M. Baker
--------------------------------------
Anne M. Baker
/s/ Roy W. Cronacher
--------------------------------------
Roy W. Cronacher
[SIGNATURE PAGE FOR JOINT FILING AGREEMENT]
EX-99.B
4
l90849eex99-b.txt
EXHIBIT B
EXHIBIT B
STOCKHOLDERS VOTING AGREEMENT
Among
Kirk W. Foley, as Designated Agent
and the Participating Stockholders identified on EXHIBIT A hereto
Dated: October 19, 2001
TABLE OF CONTENTS
1. VOTING AGREEMENT....................................................1
2. IRREVOCABLE PROXY...................................................2
3. POWERS AND DUTIES OF DESIGNATED AGENT...............................2
4. PURPOSE.............................................................4
5. CHANGES IN COMMON STOCK.............................................4
6. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS; INDEMNIFICATION.....4
7. COVENANTS AND AGREEMENTS OF STOCKHOLDERS............................5
8. COMPLIANCE WITH PROXY RULES.........................................6
9. RESIGNATION OF DESIGNATED AGENT.....................................6
10. SUCCESSOR PROXY.....................................................7
12. TERM OF AGREEMENT...................................................7
12. EFFECT OF TERMINATION...............................................7
13. NOTICE..............................................................7
14. PAYMENT OF EXPENSES AND TAXES.......................................8
15. AMENDMENT OF AGREEMENT..............................................8
16. INJUNCTIVE RELIEF...................................................8
17. CONSTRUCTION OF AGREEMENT...........................................9
18. MISCELLANEOUS.......................................................9
Exhibit A...................................................................A-1
Exhibit B...................................................................B-1
Exhibit C...................................................................C-1
Exhibit D...................................................................D-1
Schedule 1..................................................................S-1
i
STOCKHOLDERS VOTING AGREEMENT
This STOCKHOLDERS VOTING AGREEMENT made this 19th day of October, 2001 by
and among Kirk W. Foley, an individual (the "DESIGNATED AGENT") and each of the
stockholders identified on EXHIBIT A hereto (the "PARTICIPATING STOCKHOLDERS",
and together with the Designated Agent, collectively referred to herein as the
"STOCKHOLDERS").
WHEREAS, the Stockholders are each an owner of issued and outstanding
shares of Common Stock, par value $1.00 per share (the "STOCK") of HMI
Industries Inc., a Delaware corporation (the "COMPANY");
WHEREAS, the Stockholders deem it to be in the best interest of the Company
and its stockholders to enter into this Agreement and to grant to the Designated
Agent an irrevocable proxy (the "PROXY") in connection herewith;
WHEREAS, all of the Participating Stockholders agree that the irrevocable
proxy is coupled with an interest; and
WHEREAS, the Stockholders desire to enter into an agreement to be
specifically enforceable against each of them pursuant to which they agree to
vote and sell their shares of Owned Stock (as such term is defined in Section 1
hereof) in accordance with this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Stockholders hereby agree as follows:
1. Voting Agreement. Each Participating Stockholder hereby agrees to vote
all of the Stock now or hereafter owned of record, beneficially owned, or
controlled by such Participating Stockholder ("OWNED STOCK"), as directed by the
Designated Agent, in the Designated Agent's sole and absolute discretion. This
will include each and every matter submitted to the Company's stockholders for
stockholder vote, consent, waiver, release, or other action and the right to
take part in any corporate or stockholders' action, whether ordinary or
extraordinary, and on any other matter that the Designated Agent may request.
The right of the Designated Agent to direct the vote of the Participating
Stockholders in their capacities as stockholders (or vote on behalf of the
Participating Stockholders pursuant to Section 2 hereof) includes, but is not
limited to, votes relating to: (a) the sale or merger of the Company; (b) the
1
purchase or sale of assets by the Company; (c) fixing the number and election of
Directors of the Company; (d) changing the Company's capital structure; (e)
amending the Company's Certificate of Incorporation or Bylaws; and (f)
reclassifying the Company's capital stock. The Participating Stockholders will
not have any right under this Agreement or otherwise, with respect to any matter
on which they are entitled to vote as stockholders of the Company, to vote or to
take part in any corporate or stockholders' action or to do or perform any act
or thing that stockholders of the Company are now or may hereafter become
entitled to do or to perform, EXCEPT as may be directed by the Designated Agent.
Notwithstanding the foregoing, however, this Agreement will not affect the right
of a Participating Stockholder, in such Participating Stockholder's capacity as
a stockholder of the Company, to receive distributions, assets, dividends,
evidences of indebtedness, or otherwise, that may be distributed by the Company
to its stockholders from time to time, nor effect or compromise any rights,
fiduciary obligations, or duties of a Participating Stockholder in such
Participating Stockholder's capacity as a member of the Board of Directors of
the Company, any committee thereof, or as an employee of the Company.
2. Irrevocable Proxy. In order to insure the obligations of each of the
Participating Stockholders to vote such Participating Stockholder's Owned Stock
in accordance with the provisions of Section 1 hereof, each of the Participating
Stockholders will execute and deliver contemporaneously herewith an Irrevocable
Proxy, in the form attached as EXHIBIT B hereto, granting to the Designated
Agent the right to vote, or to execute and deliver stockholder written consents,
in respect of all Owned Stock of such Participating Stockholder; PROVIDED,
HOWEVER, that the authority granted to the Designated Agent hereunder will not
apply to any vote on any merger, sale or other transaction with an entity in
which the Designated Agent has or will have an equity ownership interest that is
disproportionately high in relation to the Participating Shareholders.
3. Powers and Duties of Designated Agent.
(a) DISCRETION OF DESIGNATED AGENT. In directing the voting of the
Participating Stockholders, or in exercising the Designated Agent's rights to
vote as such Participating Stockholders' proxy, or in doing any act with respect
to the furtherance of this Agreement, or otherwise acting hereunder, the
Designated Agent will exercise the Designated Agent's sole and absolute
discretion.
2
(b) INTERESTED TRANSACTIONS. The Designated Agent may act as a
Director, an officer, or an employee of the Company and may vote for himself as
such and may be a stockholder of the Company, or otherwise be interested in, the
Company. The Designated Agent or any firm of which the Designated Agent may be a
member, or any entity of which the Designated Agent may be a principal,
employee, consultant, stockholder, partner, director, or officer, may: (1)
contract with the Company or (2) may be or become pecuniarily interested in any
matter or transaction to which the Company may be a party or in which the
Company may be in any way concerned.
(c) COMPENSATION. The Designated Agent will serve as such without
compensation. The Designated Agent may, however, in the Designated Agent's
individual capacity, serve as a Director and/or officer or employee of the
Company or of any subsidiary or controlled or affiliated corporation, and may
receive compensation therefor. No contract or other transaction between the
Designated Agent and the Company or any subsidiary or controlled or affiliated
corporation in which the Designated Agent may be interested, will be rendered
invalid by the fact that the Designated Agent is a contracting party or is
interested in such firm or other corporation.
(d) IMMUNITIES OF THE DESIGNATED AGENT. The Designated Agent will incur
no responsibility or liability to the Participating Stockholders, as Designated
Agent, stockholder, Director, trustee, or otherwise, by reason of any error of
judgment or mistake of law or other mistake, or for any misconstruction of this
Agreement, or for any action of any sort taken or omitted hereunder or believed
by the Designated Agent to be in accordance with the provisions and intent
hereof or otherwise, except for the Designated Agent's own individual willful
misconduct.
(e) RELIANCE BY THE DESIGNATED AGENT. In the discharge of the
Designated Agent's duties hereunder, the Designated Agent will be fully
protected in acting in reliance upon any instrument, document, or paper believed
by the Designated Agent to be genuine and to have been executed by the proper
parties. The Designated Agent will likewise be fully protected in taking or
refraining from taking any action hereunder in reliance upon any certificate or
certificates purporting to be duly signed, as to the existence or non-existence
of any fact or facts, or the performance or non-performance of any act or acts,
and may accept as conclusive any statement made in any such certificate.
3
(f) BOND; ADVISORS. The Designated Agent will not be required to give
bond or security for the discharge of the Designated Agent's duties under this
Agreement. The Designated Agent may, in the Designated Agent's sole and absolute
discretion, consult with counsel to be selected by the Designated Agent and will
incur no liability to the Participating Stockholders in respect of any action
taken on the advice of any such counsel.
4. Purpose. It is the express desire of the Stockholders to maximize
stockholders' value of the Company, which may include, without limitation: (a)
the sale or merger of the Company; (b) electing Directors to the Company's Board
of Directors; (c) amending the Company's Certificate of Incorporation or Bylaws;
or (d) some combination of any one or more of the forgoing.
5. Changes in Common Stock. In the event that subsequent to the date of
this Agreement, any shares or other securities (other than any shares or
securities of another corporation issued to the Company's stockholders pursuant
to a plan of merger) are issued on, or in exchange for, any of the shares of the
Stock held by the Stockholders by reason of any stock dividend, stock split,
consolidation of shares, reclassification, or consolidation involving the
Company, or any shares of Stock or other Company securities are acquired or
obtained by a Participating Stockholder through an open market transaction,
exercise of an option, warrant, lapse of restrictions, or other right to acquire
or obtain Stock or other Company securities, or otherwise, such shares or
securities shall be deemed to be Owned Stock for purposes of this Agreement and
the Proxy.
6. Representations and Warranties of Stockholders; Indemnification. Each
Participating Stockholder hereby represents and warrants to each of the other
Participating Stockholders and the Designated Agent that as of the date hereof:
(a) such Participating Stockholder is the beneficial owner of and has the right
to vote the number of shares of Owned Stock set forth opposite such
Participating Stockholder's name on EXHIBIT A attached hereto, such shares of
Owned Stock constitute all of the capital stock of the Company owned or
controlled by such Participating Stockholder, and such shares of Owned Stock are
owned or controlled by such Participating Stockholders free from any liens,
encumbrances, or adverse claims, including, without limitation, margin call
rights; (b) such Participating Stockholder has full power to enter into this
Agreement and has not, prior to the date of this Agreement, executed or
delivered any proxy or entered into any other voting agreement or similar
arrangement, other
4
than one which has expired or terminated prior to the date hereof; (c) to such
Participating Stockholder's knowledge, there are no pending or threatened
claims, lawsuits, investigations, causes of action, or grievances of the
Company, whether derivative or direct, relating to or arising out of, such
Participating Stockholder's relationship with the Company, its stockholders,
directors, suppliers, customers or otherwise, except as may be disclosed on
EXHIBIT C hereto; (d) subject to the amendment described in Section 7(a) hereof,
such Participating Stockholder's Schedule 13-D presently on record with the
Securities and Exchange Commission, if any, is true, accurate, and complete in
all respects; (e) such Participating Stockholder has complied in all respects
with all applicable Federal, state and foreign securities laws and regulations
with respect to the acquisition of such Participating Stockholder's Owned Stock;
(f) the information with respect to such Participating Stockholder set forth on
the Information Questionnaire attached hereto as EXHIBIT D is true, accurate and
complete in all respects; and (g) such Participating Stockholder will not take
any action inconsistent with the purposes and provisions of this Agreement. Each
Participating Stockholder hereby agrees to indemnify and hold harmless each
other Participating Stockholder and the Designated Agent from any and all costs,
expenses, losses, damages, and liabilities incurred or suffered, by any of them
(including, without limitation, legal, accounting, and professional expenses),
resulting from, or attributable to, the breach of, or misstatement in, any one
or more of the representations, warranties, agreements, and covenants of such
Participating Stockholder contained in this Agreement.
7. Covenants and Agreements of Stockholders.
(a) SCHEDULE 13-D. If applicable, each Participating Stockholder hereby
covenants and agrees that: (i) such Participating Stockholder will file, in a
timely fashion, a Schedule 13-D (or amended Schedule 13-D, as the case may be)
including any and all appropriate amendments thereto, with respect to the
execution and delivery of this Agreement, and the intent of the Stockholders
that are party hereto, and (ii) upon filing, such Schedule 13-D or amended
Schedule 13-D, as the case may be, will be true, accurate and complete in all
respects, and consistent with the terms of this Agreement and the Schedule 13-D
filed by the Designated Agent, a copy of which is attached hereto as SCHEDULE 1.
(b) TRANSFERS RESTRICTED. Subject to transfers required pursuant to
Section 7(c) hereof, during the term of this Agreement, no Participating
Stockholder may transfer any of the shares of Owned Stock owned by such
Participating Stockholder, except for transfers that may
5
be directed and approved by the Designated Agent, in the Designated Agent's sole
and absolute discretion. Any transfers made in violation of this Section will be
null and void.
(c) REQUIRED TRANSFERS. Each Participating Stockholder covenants and
agrees that upon request of the Designated Agent, such Participating Stockholder
will promptly and properly tender any and all Owned Stock owned by such
Participating Stockholder into a sale, tender offer, or exchange offer that is
presented to the Company's stockholders for consideration; PROVIDED, HOWEVER,
that the authority granted to the Designated Agent pursuant to this Section
7(c), will not apply in the cases of sales, tender offers, or exchange offers by
entities in which the Designated Agent has an equity ownership interest that is
disproportionately high in relation to the Participating Stockholders. In this
event, and only in this event, each Participating Stockholder will be permitted
to separately and specifically exercise such Participating Stockholder's
disposition and voting rights with respect to such matter.
(d) MATERIAL CHANGES. Each Participating Stockholder covenants and
agrees that such Participating Stockholder will promptly notify the Designated
Agent in writing of any event or change in circumstance that would render the
representations and warranties of such Participating Stockholder false or
inaccurate, or misleading in any material respect.
(e) NO ADDITIONAL PROXIES. Each Participating Stockholder covenants and
agrees that during the term of this Agreement, such Participating Stockholder
will not grant any other proxy or voting rights with respect to any Owned Stock.
8. Compliance with Proxy Rules. Each Stockholder hereby represents and
warrants to the other Stockholders that such Stockholder has not discussed this
Agreement with any stockholder of the Company (other than the signatories to
this Agreement), nor has such Stockholder solicited a proxy from any other
stockholder in violation of the proxy rules promulgated under the Securities
Exchange Act of 1934, as amended, including, but not limited to, Rule 14a-2
promulgated thereunder. Each Stockholder further covenants and agrees not to
solicit the proxy of any stockholder of the Company, nor seek to have any other
stockholder (other than the original signatories to this Agreement) become a
party to this Agreement.
9. Resignation of Designated Agent. The Designated Agent may at any time
resign by delivering to the Participating Stockholders the Designated Agent's
written notice of such resignation, to take effect not sooner than ten (10) days
from the date the notice is given.
6
10. Successor Proxy. Upon the death or the Permanent Disability (as such
term is defined below) of the Designated Agent, Murray Walker will become the
successor Designated Agent hereunder, unless Participating Stockholders holding
at least seventy percent (70%) of the Owned Stock subject to this Agreement
appoint a different successor Designated Agent. Upon such death or Permanent
Disability and appointment of a successor Designated Agent, each Participating
Stockholder agrees to execute and deliver to Mr. Walker or such other successor
appointed by the Participating Stockholders, as the case may be, an additional
Irrevocable Proxy in the form attached as EXHIBIT B hereto, naming Mr. Walker or
such other successor appointed by the Participating Stockholders, as the case
may be, as proxy therein. For purposes of this Agreement, the term "Permanent
Disability" means permanent disability as determined by any physician of The
Cleveland Clinic of Cleveland, Ohio or its successors and assigns.
11. Term of Agreement. This Agreement shall remain in effect until three
(3) years from the date hereof, unless sooner terminated by: (a) resignation of
the Designated Agent in accordance with Section 9 hereof; (b) the completion of
a sale of the Company, whether by merger, tender offer, exchange offer, or a
sale of all or substantially all of the Company's assets; or (c) upon the
affirmative vote or consent of Participating Stockholders holding at least
2,450,000 shares of Owned Stock, PROVIDED, HOWEVER, that this Agreement may only
be terminated pursuant to this clause (c) after the Company's 2003 Annual
Meeting of Stockholders.
12. Effect of Termination. Upon the termination of this Agreement in
accordance with Section 11 hereof, this Agreement will be of no further force
and effect and the Designated Agent and each of the Participating Stockholders
will timely file an amended Schedule 13-D evidencing such termination.
13. Notice. All notices, requests, demands and other communications to be
given to any Stockholder under this Agreement must be in writing and will be
deemed duly given: (a) when personally delivered; (b) upon receipt of a
telephonic facsimile transmission with a confirmed telephonic transmission
answer back; (c) three (3) days after having been deposited in the United States
mail, certified or registered, return receipt requested, postage prepaid; or (d)
one (1) business day after having been dispatched by a nationally recognized
overnight courier service, delivery fees prepaid, addressed to such Stockholder
at the address set forth on
7
EXHIBIT A hereto (or at such other address or number as is given in writing by
such Stockholder to the Designated Agent).
14. Payment of Expenses and Taxes. All expenses incurred by the Designated
Agent, including the compensation of agents, accountants, professionals, and
attorneys employed by the Designated Agent, incident to the performance of the
Designated Agent's duties hereunder (including the preparation of this
Agreement), will be paid by the Designated Agent, who will be immediately and
fully reimbursed by those Stockholders identified on Exhibit A who have agreed
to share expenses on a several basis in proportion to their ownership of Owned
Stock subject to this Agreement:
15. Amendment of Agreement. This Agreement may be amended at anytime and
from time to time with the written consent of both the Designated Agent and the
affirmative vote or consent of Stockholders holding at least seventy percent
(70%) of the Owned Stock subject to this Agreement; PROVIDED, that this
Agreement may be amended by the Designated Agent without the consent or approval
of the Stockholders if such amendment is solely for the purpose of conforming
with any rule, regulation, or requirement of the Securities and Exchange
Commission or any other Federal, state, foreign or local authority. Except in
cases of conforming amendments, the Designated Agent will cause to be sent to
the Stockholders a copy of the proposed amendment and a form which may be
appropriately marked and returned to the Designated Agent for the purpose of
determining whether the Stockholders holding the requisite amount of the Owned
Stock approve such amendment.
16. Injunctive Relief. It is acknowledged by each Participating Stockholder
that it will be impossible to measure the damages that would be suffered by the
Designated Agent and the other Participating Stockholders if a Participating
Stockholder fails to comply with all the provisions of this Agreement and that
in the event of any such failure, the Designated Agent and the other
Participating Stockholders will be irreparably injured and will not have an
adequate remedy at law. Each Participating Stockholder hereby acknowledges and
agrees that, in the event any Participating Stockholder fails to comply with any
provision of this Agreement, the Designated Agent will be entitled, without the
posting of bond, to obtain specific performance of the Participating
Stockholders' obligations hereunder, and to obtain immediate injunctive relief.
Each Participating Stockholder agrees not to assert, and hereby waives, as a
defense in any proceeding for such specific performance or injunctive relief,
that the Designated Agent or the
8
other Participating Stockholders have an adequate remedy at law. The remedies
described herein are not be the exclusive remedies for any breach of this
Agreement, but shall be in addition to all other remedies available at law or
equity.
17. Construction of Agreement. The Designated Agent is authorized and
empowered to construe this Agreement. The Designated Agent's construction of the
same made in good faith will be final, conclusive, and binding upon all parties
hereto and upon all other interested parties.
18. Miscellaneous.
(a) ENTIRE AGREEMENT. Once executed by all the Stockholders, this
Agreement will contain the entire understanding among the parties. There are no
representations, agreements, arrangements, or understandings, oral or written,
between or among the parties hereto relating to the subject matter of this
Agreement which are not fully expressed herein.
(b) SURVIVAL. This Agreement will be binding upon and inure to the
benefit of the heirs, executors, administrators, successors, and permitted
assigns of the parties hereto.
(c) COUNTERPARTS. This agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, and such
counterparts will together constitute one and the same instrument. The execution
by any one party of any counterpart will be sufficient execution by that party,
whether or not the same counterpart has been executed by any other party.
(d) GENDER; NUMBER. Whenever the context of this Agreement requires,
the masculine gender includes the neuter or feminine, and the singular number
includes the plural.
(e) EFFECTIVENESS OF AGREEMENT. This Agreement will become effective
only at such time as it is signed by all the Stockholders.
(f) GOVERNING LAW. The validity of this Agreement, or any part hereof,
and the interpretation and enforcement of all provision hereof, will be
governed, construed, and enforced in accordance with the internal, substantive
laws of the State of Delaware.
(g) INVALIDITY. The invalidity of any term or provisions of this
Agreement will not affect the validity of the remainder of this Agreement and
this Agreement will be enforced to the greatest extent permitted by law.
9
(h) HEADINGS. The section headings contained in this Agreement are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.
(i) ENFORCEABILITY. If any provision of this Agreement shall be
declared void or unenforceable by any court or administrative board of competent
jurisdiction, such provision shall be deemed to have been severed from the
remainder of this Agreement and this Agreement shall continue in all respects to
be valid and enforceable.
(j) NO WAIVER. No waivers of any breach of this Agreement extended by
any party hereto to any other party shall be construed as a waiver of any rights
or remedies of any other party hereto or with respect to any subsequent breach.
(k) SEPARATE LEGAL COUNSEL. Each Participating Stockholder acknowledges
and agrees that: (1) Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A., has been
retained by and solely represents the Designated Agent in connection herewith;
and (2) such Participating Stockholder has been advised by independent legal
counsel in connection with the negotiation, execution, and delivery of this
Agreement.
(l) NO THIRD PARTY BENEFICIARIES. This Agreement is being entered into
solely for the benefit of the Stockholders that are parties hereto and except as
otherwise provided herein, the parties hereto do not intend to confer any
benefits on any person, firm or corporation other than the Stockholders. This
Agreement and the rights and benefits conferred hereby may only be enforced by
the Stockholders that are parties hereto.
(m) JURISDICTION; JURY TRIAL. Each Stockholder hereby irrevocably
submits to the non-exclusive jurisdiction of the United States District Court
for the Northern District of Ohio, Eastern Division, or in the absence of
Federal Court jurisdiction, to the exclusive jurisdiction of the Cuyahoga
County, Ohio Court of Common Pleas, for adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and further stipulates that either such court is the proper
venue for such dispute, and hereby irrevocably waives and agrees not to assert
in any suit, action or proceeding, any claim that such Stockholder is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each Stockholder hereby irrevocably
waives personal service
10
of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof by Certified U.S. Mail to such Stockholder
at the street address for such notices set forth on EXHIBIT A hereto, and agrees
that such service shall be deemed to irrevocably waive any right such
Stockholder may have, and agrees not to request, a jury trial for the
adjudication of any dispute hereunder.
IN WITNESS WHEREOF, the Designated Agent and the Participating
Stockholders have executed this Agreement as of the date first above written.
DESIGNATED AGENT:
/s/ Kirk W. Foley
-----------------------------------
Kirk W. Foley
[COUNTERPART SIGNATURE PAGES OF
PARTICIPATING STOCKHOLDERS FOLLOW]
11
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
Steeplechase Corp.
By: /s/ Barry Needler
-----------------------------------
Printed: Barry Needler
------------------------------
Its: President
----------------------------------
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
Fairway Inc.
By: /s/ Barry Needler
-----------------------------------
Printed: Barry Needler
------------------------------
Its: President
----------------------------------
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
/s/ Daniel A. Thompson
-----------------------------------
Daniel A. Thompson
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
/s/ Anne M. Baker
-----------------------------------
Anne M. Baker
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
/s/ Carol Dhama
-----------------------------------
Carol Dhama
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
Isetan Management Ltd.
By: /s/ Murray Walker
---------------------------------
Murray Walker, President
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
[COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
Roy W. Cronacher Jr.
Living Trust
Dated 10/7/83
By: /s/ Roy W. Cronacher
-----------------------------------
Roy W. Cronacher, Trustee
THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED
AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE
BOUND BY THE TERMS AND CONDITIONS THEREOF.
EXHIBIT A
----------------------------- --------------------------------------- ------------------------- ----------------------
Number of Shares of Owned
Stock as of Date of this
Stockholder Address Agreement Share Expenses
----------------------------- --------------------------------------- ------------------------- ----------------------
Steeplechase Corp. P.O. Box 2463, Station B, 1,709,250 Yes
Richmond Hill, Ontario
Canada L4E 1A5
----------------------------- --------------------------------------- ----------------------------- ------------------
Fairway Inc. P.O. Box 2463, Station B, 150,750 Yes
Richmond Hill, Ontario
Canada L4E 1A5
----------------------------- --------------------------------------- ----------------------------- ------------------
Daniel A. Thompson 2200 Parker Drive, 43,967
Mississauga,Ontario,
Canada L5B 1W2
----------------------------- --------------------------------------- ----------------------------- ------------------
Anne M. Baker 2 Park Avenue, 137,186
Peru, Illinois 61354
----------------------------- --------------------------------------- ----------------------------- ------------------
Carol Dhama 105 Windermere Cres., 33,775
Richmond Hill, Ontario
Canada L4C 6Y8
----------------------------- --------------------------------------- ----------------------------- ------------------
Isetan Management Ltd. 4 Hunters Glen Road, Aurora, 253,100 Yes
Ontario, Canada L46 6W4
----------------------------- --------------------------------------- ----------------------------- ------------------
Roy W. Cronacher 1076 Goodlette Road, North, 11,000
Naples, Florida 34102
----------------------------- --------------------------------------- ----------------------------- ------------------
Kirk W. Foley 6845 Davand Drive, 555,016 Yes
Mississauga, Ontario
Canada L5T 1L4
----------------------------- --------------------------------------- ----------------------------- ------------------
A-1
EXHIBIT C
DISCLOSURES
None
C-1
EXHIBIT D
INFORMATION QUESTIONNAIRE
1. Name of Stockholder:_______________________________________________________
2. Residence Address:_________________________________________________________
3. Business Address:__________________________________________________________
4. Current Principal Occupation and Employer:_________________________________
5. Have you been convicted of any crime, or have you been or are you presently
subject to any criminal proceedings (excluding traffic violations or similar
misdemeanors) within preceding five years?
CHECK ONE: _______ No ________ Yes (attach sheet with explanation)
6. Citizenship:_______________________________________________________________
7. Within the last five (5) years, were you a party to a civil proceeding of a
judicial or administrative nature that resulted in a judgment, decree or final
order: (i) that enjoins future violations or prohibits or mandates activities
subject to Federal or state securities laws, or (ii) finding any violation of
such securities laws?
CHECK ONE: _______ No ________ Yes (attach sheet with explanation)
8. Number of shares of Owned Stock:___________________________________________
9. Number of shares of Owned Stock over which you exercise:
(i) sole voting power: _________________________
(ii) shared voting power: _________________________
(iii) sole dispositive power: _________________________
(iv) shared dispositive power: _________________________
10. Is legal title to any of your Owned Stock held by a custodian, broker,
trust, corporation, pledgee, or other entity?
CHECK ONE: _______ No ________ Yes
(Please provide detail of such legal title below)
D-1
EX-99.C
5
l90849eex99-c.txt
EXHIBIT C
EXHIBIT C
HMI Industries Inc.
IRREVOCABLE PROXY
The undersigned Participating Stockholder (for the undersigned and the
undersigned's representatives, successors and assigns) hereby appoints Kirk W.
Foley, an individual (the "DESIGNATED AGENT") as a true and lawful proxy and
attorney-in-fact, with respect to each annual and special meeting of the
stockholders of HMI Industries Inc. a Delaware corporation (the "COMPANY"), or
with respect to actions taken by written consent of the stockholders of the
Company, to vote and give consent with respect to, all of the shares of Common
Stock, par value $1.00 per share or other securities of the Company, now or
hereafter acquired or obtained, which the undersigned has voting control (the
"OWNED STOCK"), as fully, to the same extent and with the same effect as the
undersigned might or could do under any applicable laws or regulations governing
the rights and powers of stockholders of a Delaware corporation in connection
with any matter submitted to the Company's stockholders for stockholder vote,
consent, waiver, release or other action and the right to take part in a
corporate or stockholders' action, whether ordinary or extraordinary, as
provided in that certain Stockholders Voting Agreement, dated contemporaneously
herewith (the "VOTING AGREEMENT").
The undersigned hereby affirms that this proxy is given as a condition
of the Voting Agreement and as such is coupled with an interest and is
irrevocable. The rights to vote and give consent granted hereby to the
Designated Agent include, but are not limited to, votes or consents relating to:
(1) the sale or merger of the Company; (2) the purchase or sale of assets by the
Company; (3) fixing the number and election of Directors of the Company; (4)
changing the Company's capital structure; (5) amending the Company's Certificate
of Incorporation or Bylaws; and (6) reclassifying the Company's capital stock.
The Designated Agent may exercise the irrevocable proxy granted to the
Designated Agent under this Irrevocable Proxy at any time that the undersigned
fails to vote or take other action as required by the Voting Agreement, in which
case the Designated Agent shall exercise such proxy in accordance with such
requirements.
The undersigned covenants and agrees that during the term of the Voting
Agreement, the undersigned will not grant any other proxy or voting rights with
respect to any Owned Stock.
The proxies and powers granted by the undersigned pursuant to this
Irrevocable Proxy will be effective and irrevocable until the earlier to occur
of: (i) the termination of the Voting Agreement pursuant to the terms of Section
11 thereof; or (ii) the death or Permanent Disability (as such term is defined
in Section 10 of the Voting Agreement) of the Designated Agent, and will survive
the death, dissolution, bankruptcy, insolvency, incompetency or disability of
the undersigned. The undersigned intends this proxy to conform to the
requirements of Section 212 of the Delaware General Corporation Law.
THIS IRREVOCABLE PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE
ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK.
Dated this __ day of October, 2001
-------------------------------------------
[------------------------]
B-1
EX-99.D
6
l90849eex99-d.txt
EXHIBIT D
EXHIBIT "D"
DIRECTORS AND EXECUTIVE OFFICERS OF STEEPLECHASE CORP.
RELATIONSHIP WITH STEEPLECHASE AND
NAME AND ADDREES PRESENT PRINCIPAL OCCUPATION
---------------- ----------------------------------
Barry Needler Private Investor; President and sole director of Steeplechase and
P.O. Box 2463, Station B Fairway.
Richmond Hill, Ontario L4E 1A5
Louise Needler Treasurer of Steeplechase and Vice President of Fairway.
P.O. Box 2463, Station B
Richmond Hill, Ontario L4E 1A5
John W. Macdonald Partner in law firm of Macdonald-Porter-Drees; Secretary of
Macdonald-Porter-Drees Steeplechase and Fairway.
65 Queen Street West
17th Floor
Toronto, Ontario M5H 2M5
DIRECTORS AND EXECUTIVE OFFICERS OF FAIRWAY INC.
RELATIONSHIP WITH STEEPLECHASE AND
NAME AND ADDREES PRESENT PRINCIPAL OCCUPATION
---------------- ----------------------------
Barry Needler Private Investor; President and sole director of Steeplechase and
P.O. Box 2463, Station B Fairway.
Richmond Hill, Ontario L4E 1A5
Louise Needler Treasurer of Steeplechase and Vice President of Fairway.
P.O. Box 2463, Station B
Richmond Hill, Ontario L4E 1A5
John W. Macdonald Partner in law firm of Macdonald-Porter-Drees; Secretary of
Macdonald-Porter-Drees Steeplechase and Fairway.
65 Queen Street West
17th Floor
Toronto, Ontario M5H
2M5
EX-99.E
7
l90849eex99-e.txt
EXHIBIT E
EXHIBIT "E"
DIRECTORS AND EXECUTIVE OFFICERS OF ISETAN MANAGEMENT LTD.
RELATIONSHIP WITH STEEPLECHASE AND
NAME AND ADDREES PRESENT PRINCIPAL OCCUPATION
---------------- ----------------------------
Murray Walker President and sole director of Isetan Management Ltd..
4 Hunters Glen Road, Aurora, Ontario,
Canada L4G 6W4;
EX-99.F
8
l90849eex99-f.txt
EXHIBIT F
EXHIBIT F
OPTION AGREEMENT
THIS AGREEMENT is made and entered into the 16th day of October, 2001
by and between DOMINIC SOFFEE ("Shareholder") and KIRK W. FOLEY ("Purchaser") is
to evidence the following agreements and understandings:
WITNESSETH:
WHEREAS, Shareholder is the sole legal or beneficial owner of 82,460
shares, par value $.01 (the "Shares"), of HMI Industries Inc., a Delaware
corporation (the "Company");
WHEREAS, Purchaser desires to acquire an option to purchase from
Shareholder all of the Shares (the "Option Shares") and Shareholder is willing
to grant such option to Purchaser upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. RIGHT TO ACQUIRE OPTION SHARES.
(a) For One Hundred Dollars (U.S.), Shareholder hereby grants to
Purchaser an option (the "Option") to purchase all or any portion of the Option
Shares.
(b) The purchase price ("Exercise Price") for the Option Shares
acquired by Purchaser pursuant to the Option shall be One and 15/100 Dollars
(U.S.) per Option Share.
(c) To exercise the Option, Purchaser shall furnish a written notice of
exercise to Shareholder (the "Notice of Exercise"). Promptly following receipt
of the Notice of Exercise and receipt of the Exercise Price for the Option
Shares being purchased, Shareholder will execute and deliver irrevocable stock
powers in favor of Purchaser effectuating the transfer of the Option Shares.
Shareholder will thereupon request the Company to reissue a certificate in the
name of Purchaser reflecting his ownership of the Option Shares immediately
following his purchase of Option Shares.
2. TIME OF EXERCISE. The Option may be exercised at any time commencing
on the date hereof and terminating on December 31, 2002.
3. IRREVOCABLE PROXY. Shareholder will execute and deliver
contemporaneously herewith an Irrevocable Proxy, in the form attached as EXHIBIT
"A"
hereto, granting to Purchaser the right to vote, or to execute and deliver
Shareholder written consents, in respect of all Option Shares.
4. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of Purchaser and Shareholder and their respective heirs, executors,
administrators, successors and permitted assigns.
5. RECITALS. The recitals and Exhibits hereto are an integral part of
this Agreement and are incorporated herein by reference.
6. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original for all purposes, but
all of which shall constitute one and the same document.
IN WITNESS WHEREOF, the parties hereby set their hands on the date
above written.
/s/ Dominic Soffee
---------------------------------
DOMINIC SOFFEE
/s/ Kirk W. Foley
---------------------------------
KIRK W. FOLEY
2
EX-99.G
9
l90849eex99-g.txt
EXHIBIT G
EXHIBIT G
IRREVOCABLE PROXY
HMI INDUSTRIES INC.
(A DELAWARE CORPORATION)
DOMINIC SOFFEE ("Shareholder"), as record holder of the 82,460 shares
of Common Stock of HMI Industries Inc., a Delaware corporation, hereby revokes
any previous proxies and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, irrevocably appoints KIRK W. FOLEY
("Proxy Holder") as Shareholder's proxy to attend all shareholders' meetings and
to vote, execute consents, and otherwise represent those shares in the same
manner and with the same effect as if Shareholder were personally present at any
such meeting or voting such securities or personally acting on any matters
submitted to shareholders for approval or consent.
The proxy holder will have the full power of substitution and
revocation.
This proxy is coupled with an interest and will be irrevocable until:
(i) the expiration of the Option granted to Proxy Holder pursuant to the Option
Agreement between Shareholder and Proxy Holder dated of even date herewith or
(ii) the exercise of such Option by Proxy Holder. This proxy will be revocable,
notwithstanding the period of irrevocability specified above, as required under
applicable law.
THIS PROXY SHALL BE SIGNED EXACTLY AS THE SHAREHOLDER'S NAME APPEARS ON
HIS STOCK CERTIFICATE, JOINT SHAREHOLDERS MUST EACH SIGN THIS PROXY. IF SIGNED
BY AN ATTORNEY IN FACT, THE POWER OF ATTORNEY MUST BE ATTACHED.
Dated: October 16, 2001 /S/ Dominic Soffee
--------------------------------------
DOMINIC SOFFEE
Dominic J. Soffee
--------------------------------------
[PRINTED NAME EXACTLY AS ON STOCK CERTIFICATE]
Securities Information:
Certificate No.:
Number of Shares: 82,460
Class of Shares: Common, par value $.01
3