-----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, C5h4rY3dpvypBkM10WE2Kq5JlOMsZEwHtadxd8Y50qwymsrhRi/mMvXMU35SRfuC PcNx6hk2axBtx53DfTSHXg== 0000950144-96-001581.txt : 19960409 0000950144-96-001581.hdr.sgml : 19960409 ACCESSION NUMBER: 0000950144-96-001581 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960408 SROS: NYSE GROUP MEMBERS: HOUSTON PRODUCTS & MACHINE, INC. GROUP MEMBERS: J.D. BROWN, JR. GROUP MEMBERS: JAMES D. DAVIS GROUP MEMBERS: JEMISON INVESTMENT CO., INC. GROUP MEMBERS: MICHAEL L. STANWOOD GROUP MEMBERS: MULTALLOY, INC. (NEW JERSEY) GROUP MEMBERS: MULTALLOY, INC. (TEXAS) GROUP MEMBERS: PVF HOLDINGS INC GROUP MEMBERS: SOUTHWEST STAINLESS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES SUPPLY INC CENTRAL INDEX KEY: 0000049029 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 590559446 STATE OF INCORPORATION: FL FISCAL YEAR END: 0125 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-02764 FILM NUMBER: 96545177 BUSINESS ADDRESS: STREET 1: 20 N ORANGE AVE, STE 200 STREET 2: P O BOX 2273 CITY: ORLANDO STATE: FL ZIP: 32802-2273 BUSINESS PHONE: 4078414755 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PVF HOLDINGS INC CENTRAL INDEX KEY: 0001011778 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631010335 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8505 MONROE BOULEVARD CITY: HOUSTON STATE: TX ZIP: 77061 BUSINESS PHONE: 7139433790 MAIL ADDRESS: STREET 1: 8505 MONROE BLVD CITY: HOUSTON STATE: TX ZIP: 77061 SC 13D 1 HUGHES SUPPLY SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Hughes Supply, Inc. - -------------------------------------------------------------------------------- (NAME OF ISSUER) Common Stock, par value $1.00 per share - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 444482103 - -------------------------------------------------------------------------------- (CUSIP NUMBER) James D. Davis, 2001 Park Place, Suite 320, Birmingham, Alabama 35203 (205) 324-7681 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) March 27, 1996 - -------------------------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1: and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * Not applicable 2 CUSIP No. 444482103 SCHEDULE 13D Page 2 of 45 Pages --------------------- ------ ------ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person J. D. Brown, Jr. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] --------------------------------------------------------------------- (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 United States of America --------------------------------------------------------------------- (7) Sole Voting Power -0- -------------------------------------------------------- Number of (8) Shared Voting Power Shares 669,956 Beneficially See Item 2 and Item 5 for a description of the Owned by manner in which these shares are held. Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -0- -------------------------------------------------------- (10) Shared Dispositive Power 669,956 See Item 2 and Item 5 for a description of the manner in which these shares are held. -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 669,956 See Item 2 and Item 5 for a description of the manner in which these shares are held. --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.9% See Item 2 and Item 5 for a description of the manner in which these shares are held. --------------------------------------------------------------------- (14) Type of Reporting Person IN --------------------------------------------------------------------- Page 2 of 45 3 CUSIP No. 444482103 SCHEDULE 13D Page 3 of 45 Pages --------------------- ------ ------ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James D. Davis --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] --------------------------------------------------------------------- (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 United States of America --------------------------------------------------------------------- (7) Sole Voting Power -0- -------------------------------------------------------- Number of (8) Shared Voting Power Shares 669,956 Beneficially See Item 2 and Item 5 for a discription of the Owned by manner in which these shares are held. Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -0- -------------------------------------------------------- (10) Shared Dispositive Power 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.9% See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (14) Type of Reporting Person IN --------------------------------------------------------------------- Page 3 of 45 4 CUSIP No. 444482103 SCHEDULE 13D Page 4 of 45 Pages --------------------- ------ ------ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Houston Products & Machine, Inc. --------------------------------------------------------------------- (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 Texas --------------------------------------------------------------------- (7) Sole Voting Power -0- -------------------------------------------------------- Number of (8) Shared Voting Power Shares 669,956 Beneficially See Item 2 and Item 5 for a discription of the Owned by manner in which these shares are held. Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -0- -------------------------------------------------------- (10) Shared Dispositive Power 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.9% See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (14) Type of Reporting Person CO --------------------------------------------------------------------- Page 4 of 45 5 CUSIP No. 444482103 SCHEDULE 13D Page 5 of 45 Pages --------------------- ------ ------ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Jemison Investment Co., Inc. --------------------------------------------------------------------- (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 Delaware --------------------------------------------------------------------- (7) Sole Voting Power -0- -------------------------------------------------------- Number of (8) Shared Voting Power Shares 669,956 Beneficially See Item 2 and Item 5 for a discription of the Owned by manner in which these shares are held. Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -0- -------------------------------------------------------- (10) Shared Dispositive Power 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.9% See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (14) Type of Reporting Person CO --------------------------------------------------------------------- Page 5 of 45 6 CUSIP No. 444482103 SCHEDULE 13D Page 6 of 45 Pages --------------------- ------ ------ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Multalloy, Inc. (New Jersey) --------------------------------------------------------------------- (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 New Jersey --------------------------------------------------------------------- (7) Sole Voting Power -0- -------------------------------------------------------- Number of (8) Shared Voting Power Shares 669,956 Beneficially See Item 2 and Item 5 for a discription of the Owned by manner in which these shares are held. Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -0- -------------------------------------------------------- (10) Shared Dispositive Power 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.9% See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (14) Type of Reporting Person CO --------------------------------------------------------------------- Page 6 of 45 7 CUSIP No. 444482103 SCHEDULE 13D Page 7 of 45 Pages --------------------- ------ ------ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Multalloy, Inc. (Texas) --------------------------------------------------------------------- (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 Texas --------------------------------------------------------------------- (7) Sole Voting Power -0- -------------------------------------------------------- Number of (8) Shared Voting Power Shares 669,956 Beneficially See Item 2 and Item 5 for a discription of the Owned by manner in which these shares are held. Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -0- -------------------------------------------------------- (10) Shared Dispositive Power 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.9% See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (14) Type of Reporting Person CO --------------------------------------------------------------------- Page 7 of 45 8 CUSIP No. 444482103 SCHEDULE 13D Page 8 of 45 Pages --------------------- ------ ------ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person PVF Holdings, Inc. --------------------------------------------------------------------- (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 Delaware --------------------------------------------------------------------- (7) Sole Voting Power -0- -------------------------------------------------------- Number of (8) Shared Voting Power Shares 669,956 Beneficially See Item 2 and Item 5 for a discription of the Owned by manner in which these shares are held. Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -0- -------------------------------------------------------- (10) Shared Dispositive Power 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.9% See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (14) Type of Reporting Person CO, HC --------------------------------------------------------------------- Page 8 of 45 9 CUSIP No. 444482103 SCHEDULE 13D Page 9 of 45 Pages --------------------- ------ ------ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Southwest Stainless, Inc. --------------------------------------------------------------------- (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 Texas --------------------------------------------------------------------- (7) Sole Voting Power -0- -------------------------------------------------------- Number of (8) Shared Voting Power Shares 669,956 Beneficially See Item 2 and Item 5 for a discription of the Owned by manner in which these shares are held. Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -0- -------------------------------------------------------- (10) Shared Dispositive Power 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.9% See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (14) Type of Reporting Person CO --------------------------------------------------------------------- Page 9 of 45 10 CUSIP No. 444482103 SCHEDULE 13D Page 10 of 45 Pages --------------------- ------ ------ (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Michael L. Stanwood --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ X ] --------------------------------------------------------------------- (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 United States of America --------------------------------------------------------------------- (7) Sole Voting Power -0- -------------------------------------------------------- Number of (8) Shared Voting Power Shares 669,956 Beneficially See Item 2 and Item 5 for a discription of the Owned by manner in which these shares are held. Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With -0- -------------------------------------------------------- (10) Shared Dispositive Power 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 669,956 See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 8.9% See Item 2 and Item 5 for a discription of the manner in which these shares are held. --------------------------------------------------------------------- (14) Type of Reporting Person IN --------------------------------------------------------------------- Page 10 of 45 11 [BITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $1.00 per share, of Hughes Supply, Inc., a Florida corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 20 North Orange Avenue, Orlando, Florida 32801. ITEM 2. IDENTITY AND BACKGROUND. On March 27, 1996, the Issuer entered into an Asset Purchase Agreement (the "Asset Agreement") with Jemison Investment Co., Inc., a Delaware corporation ("Jemison"), PVF Holdings, Inc., a Texas corporation ("PVF"), Southwest Stainless, Inc., a Texas corporation ("Southwest"), Multalloy, Inc., a New Jersey corporation ("Multalloy (NJ)"), Multalloy, Inc., a Texas corporation ("Multalloy (TX)"), and Houston Products & Machine, Inc., a Texas corporation ("Houston") (Southwest, Multalloy (NJ), Multalloy (TX) and Houston are hereinafter sometimes collectively referred to as the "Sellers" and sometimes individually as a "Seller"). All of the outstanding capital stock of each of the Sellers is owned by PVF. Jemison currently owns 80.5% of the common stock of PVF (and all of the preferred stock of PVF), and the remaining 19.5% of the common stock of PVF is owned by three members of PVF management, J. D. Brown, Jr., James D. Davis and Michael L. Stanwood (collectively, the "Management Investors"). Pursuant to the Asset Agreement, the Issuer will purchase substantially all of the assets, properties and business of the Sellers (the "Transaction"). The aggregate consideration to be paid by the Issuer in the Transaction is approximately $106 million, consisting of cash (or a combination of cash and a promissory note) in the amount of $74.4 million, the assumption of up to $13 million of the Sellers' bank debt, and the issuance of 669,956 shares of Issuer common stock, of which 334,978 shall be immediately placed into an escrow as security pending a post-closing adjustment to the purchase price based on the closing date net assets of the Sellers. The Issuer will also assume certain other liabilities of the Issuer. As soon as practicable following the closing, the purchase price may be increased or decreased (on a dollar for dollar basis) based on the difference between the book value of net assets acquired, adjusted for certain inventory and accounts receivable items, and an agreed upon book value amount. Any adjustment to the purchase price shall be paid 80% in cash and 20% in Issuer common stock. As a result, the number of Issuer shares received by Sellers in the Transaction may increase or decrease; provided, however, that in no event will the number of Issuer shares acquired by Sellers amount to more than 9.9% of the total outstanding shares of Issuer common Page 11 of 45 12 stock. At this time, the exact allocation of shares among the Sellers has not been determined; it is expected that such allocation will be determined immediately prior to or soon after the closing of the Transaction. Jemison and the Management Investors currently have an informal understanding, which is subject to change, that immediately prior to the closing of the Transaction, Jemison may purchase from the Management Investors all of the capital stock of PVF held by the Management Investors. In exchange for such purchase, the Management Investors would have the right to receive, at some unspecified future date, cash and approximately 19.5% of the number of shares of Issuer common stock received by Sellers in the Transaction. It is further contemplated that subsequent to the closing of the Transaction, Jemison may cause the Sellers and PVF to be liquidated into Jemison, resulting in all of the Issuer common stock received by Sellers in the Transaction being owned by Jemison (other than shares thereafter issued to the Management Investors). In light of the foregoing, the entities discussed above may be deemed to be a group for purposes of reporting beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934. In addition, in light of the foregoing, the Management Investors may also be deemed to be members of the group. The Management Investors, however, disclaim membership in a group and beneficial ownership of the Issuer shares that are the subject of this statement, and the filing of this statement shall not be construed as an admission that the Management Investors are members of a group or are beneficial owners of any of the securities covered by this statement. This statement is filed on behalf of all of the entities and individuals listed as Reporting Persons in the cover pages. A. J. D. Brown, Jr. has a 3.5% ownership interest in PVF and is a director of Jemison, PVF, Houston, Mulltalloy (NJ) and Southwest. (a) The name of the person filing this statement is J. D. Brown, Jr. (b) The business address of J. D. Brown, Jr. is 2830 Fifth Avenue North, Birmingham, Alabama 35203. (c) J. D. Brown, Jr. is the President and Chief Executive Officer of Jemison Industries, Inc., a company engaged in the manufacture of steel containers and distribution of other steel products at 2830 Fifth Avenue North, Birmingham, Alabama 35203, and is an executive officer and a director of certain of Jemison's subsidiaries. Page 12 of 45 13 (d) J. D. Brown, Jr. has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) J. D. Brown, Jr. has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was 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 in which any violation of such laws was found. (f) J. D. Brown, Jr. is a citizen of the United States of America. B. James D. Davis has a 6% ownership interest in PVF and is an executive officer and director of Jemison, PVF, Southwest, Multalloy/(NJ), Multalloy (TX) and Houston. (a) The name of the person filing this statement is James D. Davis. (b) The business address of James D. Davis is 2001 Park Place, Suite 320, Birmingham, Alabama 35203. (c) James D. Davis is the President and a director of Jemison, a company engaged in certain investment activities and in the ownership and operation of certain subsidiaries that are involved in lumber, steel and other businesses, and is a director and executive officer of certain of Jemison's subsidiaries, at 2001 Park Place, Suite 320, Birmingham, Alabama 35203. (d) James D. Davis has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) James D. Davis has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was 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 in which any violation of such laws was found. (f) James D. Davis is a citizen of the United States of America. C. Houston Products & Machine, Inc. is a corporation formed under the laws of the State of Texas. The principal business of Houston is to manufacture and machine stainless steel and nickel alloy fitting products, and the address of its principal office is 8550 Freeland, Houston, Texas 77075. Houston has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during Page 13 of 45 14 the last five years, and has not been, during the last five years, 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. The executive officers and directors of Houston are as follows: 1. H. Corbin Day is the Chairman and a director of Houston. (a) Information is hereby provided with respect to H. Corbin Day. (b) The business address of H. Corbin Day is 2001 Park Place, Suite 320, Birmingham, Alabama 35203. (c) H. Corbin Day is the Chairman and a director of Jemison, a company engaged in certain investment activities and in the ownership and operation of certain subsidiaries that are involved in lumber, steel and other businesses, and is an executive officer and director of certain of Jemison's subsidiaries, at 2001 Park Place, Suite 320, Birmingham, Alabama 35203. (d) H. Corbin Day has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) H. Corbin Day has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was 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 in which any violation of such laws was found. (f) H. Corbin Day is a citizen of the United States of America. Page 14 of 45 15 2. Michael L. Stanwood is the President and a director of Houston. (a) Information is hereby provided with respect to Michael L. Stanwood. (b) The business address of Michael L. Stanwood is 8505 Monroe Boulevard, Houston, Texas 77061. (c) Michael L. Stanwood is the President and Chief Executive Officer of Southwest at 8505 Monroe Boulevard, Houston, Texas 77061, is a director of Jemison and is a director and executive officer of certain of Jemison's subsidiaries. (d) Michael L. Stanwood has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Michael L. Stanwood has not been, during the last five years, party to a civil proceeding of a judicial or adminsitrative body of competent jurisdiction as a result of which he was 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 in which any violation of such laws was found. (f) Michael L. Stanwood is a citizen of the United States of America. 3. James D. Davis is the Vice President and a director of Houston. The information with respect to James D. Davis is provided in Item 2, paragraph B above. 4. J. D. Brown, Jr. is a director of Houston. The information with respect to J. D. Brown, Jr. is provided in Item 2, paragraph A above. 5. J. David Brown, III is the Vice President of Houston. (a) Information is hereby provided with respect to J. David Brown, III. (b) The business address of J. David Brown, III is 2001 Park Place, Suite 320, Birmingham, Alabama 35203. Page 15 of 45 16 (c) J. David Brown, III is an executive officer of Jemison, a company engaged in certain investment activities and in the ownership and operation of certain subsidiaries that are involved in lumber, steel and other businesses, and is an executive officer and director of certain of Jemison's subsidiaries, at 2001 Park Place, Suite 320, Birmingham, Alabama 35203. (d) J. David Brown, III has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) J. David Brown, III has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was 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 in which any violation of such laws was found. (f) J. David Brown, III is a citizen of the United States of America. Houston is controlled directly by PVF and indirectly by Jemison. The information with respect to PVF is provided in Item 2, paragraph G below, and the information with respect to Jemison is provided in Item 2, paragraph D below. D. Jemison Investment Co., Inc. is a corporation formed under the laws of the State of Delaware. The principal business of Jemison is engaging in certain investment activities and in the ownership and operation of certain subsidiaries that are involved in lumber, steel and other businesses, and the address of its principal office is 2001 Park Place, Suite 320, Birmingham, Alabama 35203. Jemison has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years, and has not been, during the last five years, 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. The following are the executive officers and directors of Jemison: Page 16 of 45 17 1. H. Corbin Day is the Chairman and a director of Jemison. The information with respect to H. Corbin Day is provided in Item 2, paragraph C.1 above. 2. James D. Davis is the President and a director of Jemison. The information with respect to James D. Davis is provided in Item 2, paragraph B above. 3. J. David Brown, III is a Vice President of Jemison. The information with respect to J. David Brown, III is provided in Item 2, paragraph C.5 above. 4. John S. Jemison, III is a director of Jemison. (a) Information is provided with respect to John S. Jemison, III. (b) The principal business address of John S. Jemison, III is 1220 20th Street South, Birmingham, Alabama 35203. (c) John S. Jemison, III is the President of the Graphic Zone, a company engaged in design and processing services in the computer generated graphic arts business, at 1220 20th Street South, Birmingham, Alabama 35203. (d) John S. Jemison, III has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) John S. Jemison, III has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was 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 in which any violation of such laws was found. (f) John S. Jemison, III is a citizen of the United States of America. 5. Donald R. Fisher is a director of Jemison. (a) Information is provided with respect to Donald R. Fisher. (b) The principal business address of Donald R. Fisher is 724 North 3rd Avenue, Birmingham, Alabama 35203. Page 17 of 45 18 (c) Donald R. Fisher is the Chairman, Chief Executive Officer and Treasurer of Stringfellow Lumber Company, Inc., a company engaged in the wholesale lumber distribution business, at the business address listed for Donald R. Fisher above. (d) Donald R. Fisher has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Donald R. Fisher has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was 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 in which any violation of such laws was found. (f) Donald R. Fisher is a citizen of the United States of America. 6. J. D. Brown, Jr. is a director of Jemison. The information with respect to J. D. Brown, Jr. is provided in Item 2, paragraph A above. 7. Lee J. Styslinger, Jr. is a director of Jemison. (a) Information is provided with respect to Lee J. Styslinger, Jr. (b) The business address of Lee J. Styslinger, Jr. is 210 Inverness Center Drive, Hoover, Alabama 35242. (c) Lee J. Styslinger, Jr. is the Chairman of Altec Industries, Inc., a company engaged in the business of manufacturing utility maintenance vehicles, at 210 Inverness Center Drive, Hoover, Alabama 35242. (d) Lee J. Styslinger, Jr. has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Lee J. Styslinger, Jr. has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or Page 18 of 45 19 mandating activities subject to, federal or state securities laws or in which any violation of such laws was found. (f) Lee J. Styslinger, Jr. is a citizen of the United States of America. 8. Edward M. Selfe is a director of Jemison. (a) Information is provided with respect to Edward M. Selfe. (b) The business address of Edward M. Selfe is 2001 Park Place, Suite 1400, Birmingham, Alabama 35203. (c) Edward M. Selfe is Of Counsel at the law firm Bradley, Arant, Rose & White at 2001 Park Place, Suite 1400, Birmingham, Alabama 35202. (d) Edward M. Selfe has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Edward M. Selfe has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was 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 in which any violation of such laws was found. (f) Edward M. Selfe is a citizen of the United States of America. 9. Margaret L. Jemison is a director of Jemison. (a) Information is provided with respect to Margaret L. Jemison. (b) The home address of Margaret L. Jemison is 398 Blackberry Lane, Wilsonville, Alabama 35186. (c) Margaret L. Jemison is an actress. Page 19 of 45 20 (d) Margaret L. Jemison has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Margaret L. Jemison has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was 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 in which any violation of such laws was found. (f) Margaret L. Jemison is a citizen of the United States of America. 10. Dorothy J. Day is a director of Jemison. (a) Information is provided with respect to Dorothy J. Day. (b) The home address of Dorothy J. Day is 2986 Cherokee Road, Birmingham, Alabama 35223. (c) Dorothy J. Day is a civic volunteer. (d) Dorothy J. Day has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Dorothy J. Day has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was 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 in which any violation of such laws was found. (f) Dorothy J. Day is a citizen of the United States of America. 11. Michael L. Stanwood is a director of Jemison. The information with respect to Michael L. Stanwood is provided at Item 2, paragraph C.2 above. Jemison believes that the persons identified above in this Item 2, paragraph D constitute all the persons who may be deemed to control Page 20 of 45 21 Jemison, whether in the capacity of executive officer, director, security holder or otherwise. E. Multalloy, Inc. (NJ) is a corporation organized under the laws of the State of New Jersey. The principal business of Multalloy (NJ) is the distribution of stainless steel and nickel alloy based pipe, valve and fitting products, and the address of its principal office is 43 New Brunswick Lane, Hope Lawn, New Jersey 08816. Multalloy (NJ) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years, and has not been, during the last five years, 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. The following are the executive officers and directors of Multalloy (NJ): 1. H. Corbin Day is the Chairman and a director of Multalloy (NJ). The information with respect to H. Corbin Day is provided in Item 2, paragraph C.1 above. 2. Michael L. Stanwood is the President and a director of Multalloy (NJ). The information with respect to Michael L. Stanwood is provided in Item 2, paragraph C.2 above. 3. James D. Davis is a Vice-President and a director of Multalloy (NJ). The information with respect to James D. Davis is provided in Item 2, paragraph B above. 4. J. David Brown, III is a Vice President of Multalloy (NJ). The information with respect to J. David Brown III is provided in Item 2, paragraph C.5 above. 5. J. D. Brown, Jr. is a director of Multalloy (NJ). The information with respect to J. D. Brown, Jr. is provided in Item 2, paragraph A above. Multalloy (NJ) is controlled directly by PVF and indirectly by Jemison. The information with respect to PVF is provided in Item 2, paragraph G below, and the information with respect to Jemison is provided in Item 2, paragraph D above. Page 21 of 45 22 F. Multalloy, Inc. (TX) is a corporation organized under the laws of the State of Texas. The principal business of Multalloy (TX) is the distribution of stainless steel and nickel alloy based pipe, valve and fitting products, and the address of its principal office is 8505 Monroe Boulevard, Houston, Texas 77061. Multalloy (TX) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years, and has not been, during the last five years, 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. The following are the executive officers and directors of Multalloy (TX): 1. Michael L. Stanwood is the President and Chief Executive Officer and a director of Multalloy (TX). The information with respect to Michael L. Stanwood is provided in Item 2, paragraph C.2 above. 2. J. David Brown, III is a Vice President and a director of Multalloy (TX). The information with respect to J. David Brown III is provided in Item 2, paragraph C.5 above. 3. James D. Davis is a Vice President and a director of Multalloy (TX). The information with respect to James D. Davis is provided in Item 2, paragraph B above. 4. H. Corbin Day is a director of Multalloy (TX). The information with respect to H. Corbin Day is provided in Item 2, paragraph C.1 above. Multalloy (TX) is controlled directly by PVF and indirectly by Jemison. The information with respect to PVF is provided in Item 2, paragraph G above, and the information with respect to Jemison is provided in Item 2, paragraph D above. G. PVF Holdings, Inc. is a corporation organized under the laws of the State of Delaware. The principal business of PVF is as the holding company of Southwest, Multalloy (NJ), Multalloy (TX) and Houston and the address of the principal office is 8505 Monroe Boulevard, Houston, Texas 77061. PVF has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years, and has not been, during the Page 22 of 45 23 last five years, 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. The following are the executive officers and directors of PVF: 1. H. Corbin Day is the Chairman and a director of PVF. The information with respect to H. Corbin Day is provided in Item 2, paragraph C.1 above. 2. Michael L. Stanwood is the President and a director of PVF. The information with respect to Michael L. Stanwood is provided in Item 2, paragraph C.2 above. 3. James D. Davis is a Vice President and a director of PVF. The information with respect to James D. Davis is provided in Item 2, paragraph B above. 4. J. David Brown, III is a Vice President of PVF. The information with respect to J. David Brown III is provided in Item 2, paragraph C.5 above. 5. J. D. Brown, Jr. is a director of PVF. The information with respect to J.D. Brown, Jr. is provided in Item 2, paragraph A above. PVF is controlled by Jemison. The information with respect to Jemison is provided in Item 2, paragraph D above. H. Southwest Stainless, Inc. is a corporation organized under the laws of Texas. The principal business of Southwest is the distribution of stainless steel and nickel alloy based pipe, valve and fitting products, and the address of its principal office is 8505 Monroe Boulevard, Houston, Texas 77061. Southwest has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years, and has not been, during the last five years, 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. The following are the executive officers and directors of Southwest: Page 23 of 45 24 1. H. Corbin Day is the Chairman and a director of Southwest. The information with respect to H. Corbin Day is provided in Item 2, paragraph C.1 above. 2. Michael L. Stanwood is the President, Chief Executive Officer and a director of Southwest. The information with respect to Michael L. Stanwood is provided in Item 2, paragraph C.2 above. 3. Donald Lee Brown is a Vice President of Southwest. (a) Information is hereby provided with respect to Donald Lee Brown. (b) The business address of Donald Lee Brown is 8505 Monroe Boulevard, Houston, Texas 77061. (c) Donald Lee Brown is the Vice President of Southwest at 8505 Monroe Boulevard, Houston, Texas 77061. (d) Donald Lee Brown has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Donald Lee Brown has not been, during the last five years, party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was 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 in which any violation of such laws was found. (f) Donald Lee Brown is a citizen of the United States of America. 4. James D. Davis is a Vice President and a director of Southwest. The information with respect to James D. Davis is provided at Item 2, paragraph B above. 5. J. David Brown, III is a Vice President of Southwest. The information with respect to J. David Brown III is provided at Item 2, paragraph C.5 above. 6. J. D. Brown, Jr. is a director of Southwest. The information with respect to J. D. Brown, Jr. is provided at Item 2, paragraph A above. Page 24 of 45 25 Southwest is controlled directly by PVF and indirectly by Jemison. The information with respect to PVF is provided in Item 2, paragraph G above, and the information with respect to Jemison is provided in Item 2, paragraph D above. I. Michael L. Stanwood has a 10% ownership interest in PVF and is the President, Chief Executive Officer and director of Southwest, is a director of Jemison, and is a director and executive officer of certain of Jemison's subsidiaries. (a) The name of the person filing this statement is Michael L. Stanwood. The information with respect to Michael L. Stanwood is provided in Item 2, paragraph C.2 above. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The securities of the Issuer subject to this statement to be acquired in connection with the Transaction described in Item 2 above will be acquired in exchange for substantially all of the assets, properties and business of the Sellers, as well as the assumption of certain of the Sellers' liabilities. The securities of the Issuer possibly to be acquired by the Management Investors, as described in Item 2 above, would be acquired in exchange for the shares of capital stock of PVF currently owned by the Management Investors. No funds were exchanged to acquire the securities subject to this statement. ITEM 4. PURPOSE OF TRANSACTION. Michael L. Stanwood is currently expected to assume a management position with the Issuer or a subsidiary or division of the Issuer. Except in Mr. Stanwood's capacity as such or as described in the description of the Transaction provided in Item 2 above, none of the persons identified in Item 2 above have any present plans or proposals to (a) acquire additional securities of the Issuer or to dispose of securities of the Issuer; (b) effect an extraordinary corporate transaction; (c) sell or transfer a material amount of the assets of the Issuer; (d) change the present board of directors or management of the Issuer; (e) change the present capitalization or dividend policy of the Issuer; (f) make any material change in the Issuer's business or corporate structure; (g) change the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) cause a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) cause a class of equity securities of the Issuer to become eligible for Page 25 of 45 26 termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Act"); or (j) take any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) At the time of this statement, the allocation among the Reporting Persons of the Issuer securities to be received in the Transaction described in Item 2 above has not been determined, and thus it is not practicable to allocate the beneficial ownership of the Issuer securities for each Reporting Person. In the aggregate, the number of Issuer securities that the Sellers have a right to receive constitutes 669,956 shares, or approximately 8.9% of the outstanding Issuer securities. The percentage of ownership is the number of shares subject to this statement divided by the sum of the number of Issuer securities outstanding as of March 27, 1996, plus the number of shares which Sellers have the right to acquire under the Asset Agreement. This number of shares and percentage of ownership is subject to adjustment as provided in Item 2. It is contemplated that Jemison, following the proposed liquidation of PVF and Sellers described in item 2 above, will beneficially own all of the Issuer securities subject to this statement, provided that the Management Investors may have the right to receive approximately 19.5% of the Issuer securities subject to this statement, although it is not currently expected that this will occur within 60 days of this statement. (b) In light of the transactions contemplated in Item 2 and Item 5(a) above, each corporate Reporting Person may be deemed to have shared voting and dispositive power over all shares to be received in the Transaction. The Management Investors, if they are members of a group, may also be deemed to have shared voting and dispositive power over all such shares. However, as stated in Item 2 above, each of the Management Investors disclaims membership in a group. Such Management Investors further disclaim current beneficial ownership of the shares to be received in the Transaction. At this time, no Reporting Person has sole voting or dispositive power over the securities. (c) None. (d) None. (e) Not applicable. Page 26 of 45 27 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Management Investors currently have an informal understanding with Jemison, which is subject to change, that they may have a right to acquire cash and approximately 19.5% of the Issuer securities subject to this statement in exchange for the shares owned by them in PVF. The parties have also been granted certain registration rights under the Asset Agreement. Other than as disclosed in this Item 6, and other than under the Asset Agreement, no Reporting Person is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Attached hereto as Exhibit 1 are written agreements of certain persons relating to the filing of this statement. The Asset Agreement, previously filed as Exhibit 2 to the Registration Statement on Form S-3 of the Issuer (Registration No. 333-02215) filed on April 3, 1996, is incorporated herein by reference. Page 27 of 45 28 SIGNATURES 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. DATE: April 5, 1996 /s/ J.D. Brown, Jr. ------------------------------------------ J. D. Brown, Jr. Page 28 of 45 29 SIGNATURES 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. DATE: April 5, 1996 /s/ James D. Davis ------------------------------- James D. Davis Pagee 29 of 45 30 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned corporation certifies that the information set forth in this statement is true, complete and correct. HOUSTON PRODUCTS & MACHINE, INC., a Texas Corporation DATE: April 5, 1996 /s/ James D. Davis ------------------------------ By James D. Davis Its Vice President Page 30 of 45 31 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned corporation certifies that the information set forth in this statement is true, complete and correct. JEMISON INVESTMENT CO., INC., a Delaware corporation DATE: April 5, 1996 /s/ James D. Davis ------------------------------- By James D. Davis Its President Page 31 of 45 32 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned corporation certifies that the information set forth in this statement is true, complete and correct. MULTALLOY, INC., a New Jersey corporation DATE: April 5, 1996 /s/ James D. Davis ------------------------------- By James D. Davis Its Vice President Page 32 of 45 33 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned corporation certifies that the information set forth in this statement is true, complete and correct. MULTALLOY, INC., a Texas corporation DATE: April 5, 1996 /s/ James D. Davis ------------------------------ By James D. Davis Its Vice President Page 33 of 45 34 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned corporation certifies that the information set forth in this statement is true, complete and correct. PVF HOLDINGS, INC., a Delaware corporation DATE: April 5, 1996 /s/ James D. Davis --------------------------------- By James D. Davis Its Vice President Page 34 of 45 35 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned corporation certifies that the information set forth in this statement is true, complete and correct. SOUTHWEST STAINLESS, INC., a Texas corporation DATE: April 5, 1996 /s/ James D. Davis ---------------------------------- By James D. Davis Its Vice President Page 35 of 45 36 SIGNATURES 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. DATE: April 5, 1996 /s/ Michael L. Stanwood ---------------------------------- Michael L. Stanwood Page 36 of 45 37 EXHIBIT 1 AGREEMENT The undersigned hereby states and agrees that the attached Schedule 13D to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is being filed on behalf of the undersigned. Date: April 5, 1996 /s/ J.D. Brown, Jr. -------------------------------- J. D. Brown, Jr. Page 37 of 45 38 EXHIBIT 1 AGREEMENT The undersigned hereby states and agrees that the attached Schedule 13D to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is being filed on behalf of the undersigned. Date: April 5, 1996 /s/ James D. Davis -------------------------------------- James D. Davis Page 38 of 45 39 EXHIBIT 1 AGREEMENT The undersigned corporation hereby states and agrees that the attached Schedule 13D to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is being filed on behalf of the undersigned corporation. Date: April 5, 1996 HOUSTON PRODUCTS & MACHINE, INC., a Texas corporation /s/ James D. Davis ------------------------------------------ By James D. Davis Its Vice President Page 39 of 45 40 EXHIBIT 1 AGREEMENT The undersigned corporation hereby states and agrees that the attached Schedule 13D to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is being filed on behalf of the undersigned corporation. Date: April 5, 1996 JEMISON INVESTMENT CO., INC., a Delaware corporation /s/ James D. Davis ------------------------------------------ By James D. Davis Its President Page 40 of 45 41 EXHIBIT 1 AGREEMENT The undersigned corporation hereby states and agrees that the attached Schedule 13D to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is being filed on behalf of the undersigned corporation. Date: April 5, 1996 MULTALLOY, INC., a New Jersey corporation /s/ James D. Davis ------------------------------------------ By James D. Davis Its Vice President Page 41 of 45 42 EXHIBIT 1 AGREEMENT The undersigned corporation hereby states and agrees that the attached Schedule 13D to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is being filed on behalf of the undersigned corporation. Date: April 5, 1996 MULTALLOY, INC., a Texas corporation /s/ James D. Davis ------------------------------------------ By James D. Davis Its Vice President Page 42 of 45 43 EXHIBIT 1 AGREEMENT The undersigned corporation hereby states and agrees that the attached Schedule 13D to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is being filed on behalf of the undersigned corporation. Date: April 5, 1996 PVF HOLDINGS, INC., a Delaware corporation /s/ James D. Davis ------------------------------------------ By James D. Davis Its Vice President Page 43 of 45 44 EXHIBIT 1 AGREEMENT The undersigned corporation hereby states and agrees that the attached Schedule 13D to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is being filed on behalf of the undersigned corporation. Date: April 5, 1996 SOUTHWEST STAINLESS, INC., a Texas corporation /s/ James D. Davis ------------------------------------------ By James D. Davis Its Vice President Page 44 of 45 45 EXHIBIT 1 AGREEMENT The undersigned hereby states and agrees that the attached Schedule 13D to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is being filed on behalf of the undersigned. Date: April 5, 1996 /s/ Michael L. Stanwood ------------------------------------------ Michael L. Stanwood Page 45 of 45 -----END PRIVACY-ENHANCED MESSAGE-----