-----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, MYtGag2Xkeia9rfkbbpSXJgm8JlbhhXG2oDoinl7KP/gd07tCOLV7YmFP+xrQZZE Wq35qDi0HrVTce8NxaBvfQ== 0000950144-96-004761.txt : 19960802 0000950144-96-004761.hdr.sgml : 19960802 ACCESSION NUMBER: 0000950144-96-004761 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960801 SROS: NONE GROUP MEMBERS: HOUSTON PRODUCTS & MACHINE, INC. GROUP MEMBERS: JAMES D. DAVIS GROUP MEMBERS: JEMISON INVESTMENT CO., INC. 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02764 FILM NUMBER: 96602477 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: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 631010335 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A 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/A 1 HUGHES SUPPLY, INC. SCHEDULE 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) 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) June 25, 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 [ ]. (A fee is not required only if the filing 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). 2
13D CUSIP NO. 444482103 PAGE 2 OF 17 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 45,000 8 SHARED VOTING POWER NUMBER OF 549,956 SHARES See Item 2 and Item 5 for a description BENEFICIALLY of the manner in which these shares are held. OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 45,000 PERSON WITH 10 SHARED DISPOSITIVE POWER 549,956 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 594,956 See Item 2 and Item 5 for a description of the manner in which the shares are held. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% See Item 2 and Item 5 for a description of the manner in which these shares are held. 14 TYPE OF REPORTING PERSON IN
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13D CUSIP NO. 444483103 PAGE 3 OF 17 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) (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 Texas 7 SOLE VOTING POWER -0- NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON -0- WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO
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13D CUSIP NO. 444482103 PAGE 4 OF 17 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) (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 Delaware 7 SOLE VOTING POWER 549,956 NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 549,956 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 549,956 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% 14 TYPE OF REPORTING PERSON CO
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13D CUSIP NO. 444482103 PAGE 5 OF 17 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) (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 New Jersey 7 SOLE VOTING POWER -0- NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO
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13D CUSIP NO. 444482103 PAGE 6 OF 17 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) (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 Texas 7 SOLE VOTING POWER -0- NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO
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13D CUSIP NO. 444482103 PAGE 7 OF 17 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) (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 Delaware 7 SOLE VOTING POWER -0- NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO, HC
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13D CUSIP NO. 444482103 PAGE 8 OF 17 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) (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 Texas 7 SOLE VOTING POWER -0- NUMBER OF 8 SHARED VOTING POWER SHARES -0- BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO
page 8 of 17 9 This Amendment No. 2 to Schedule 13D amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on April 8, 1996, and the Amendment No. 1 to the Schedule 13D filed with the SEC on May 31, 1996 (the "Amendment No. 1"), relating to the common stock, par value $1.00 per share, of Hughes Supply, Inc., a Florida corporation (the "Issuer"). Except as amended and supplemented herein, the information set forth in the originally filed Schedule 13D and the Amendment No. 1 remains true and correct in all material respects. 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") to acquire substantially all of the assets, properties and business of the Sellers, and to assume certain of Sellers' liabilities (the "Transaction"). The closing (the "Closing") of the transactions contemplated by the Agreement occurred on May 13, 1996 (the "Closing Date"). At the Closing, Issuer paid to the Sellers a base price of $93,000,000.00, which was paid as follows: (i) cash in the amount of $44,400,000.00; (ii) a note in the amount of $30,000,000.00; and (iii) the issuance of 669,956 shares of Issuer common stock, having an agreed upon value of $18,600,000.00, of which 334,978 shares were 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 also assumed certain other liabilities of the Sellers. Following the closing, the base price will 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 at the agreed upon value. As a result, the number of Issuer shares received by Sellers or their successor in the Transaction (i.e., Jemison) 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 stock. page 9 of 17 10 Immediately following the Closing, Sellers collectively transferred 334,978 shares to PVF, which in turn transferred 120,000 shares of Issuer common stock to Jemison. Jemison then delivered 45,000 shares to James D. Davis and 75,000 shares to Michael L. Stanwood in partial consideration of the sale to Jemison of the shares of PVF common stock owned by each of them. On or about June 21, 1996, PVF caused the Sellers to be liquidated, and on or about June 25, 1996, Jemison caused PVF to be liquidated, resulting in all of the Issuer common stock received by Sellers in the Transaction being owned of record by Jemison (other than shares distributed to James D. Davis and Michael L. Stanwood). In light of the foregoing, the entities discussed above at the time of the filing of the original Schedule 13D and the Amendment No. 1 may have been deemed to be a group for purposes of reporting beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934. On or about June 21 and 25, 1996, Sellers and PVF respectively ceased to have any ownership interest in any Issuer common stock, and ceased to exist as corporate entities (except as may be necessary to wind up their affairs), thereby ceasing to be considered possible members of the group. James D. Davis, by virtue of his direct ownership of 45,000 shares of Issuer common stock and his relationship to Jemison and its subsidiaries described below, may be deemed to be a part of the group with Jemison. However, Mr. Davis disclaims membership in a group and beneficial ownership of the Issuer shares that are the subject of this statement, other than the 45,000 shares owned directly by him, and the filing of this statement shall not be construed as an admission that he is a member of a group or the beneficial owner of any of the securities covered by this statement other than those owned directly by him. Likewise, Jemison disclaims membership in a group and beneficial ownership of the Issuer shares that are the subject of this statement, other than the 549,956 shares owned directly by it, and the filing of this statement shall not be construed as an admission that it is a member of a group or the beneficial owner of any securities covered by this statement other than those owned directly by it. This statement is filed on behalf of all of the entities and individuals listed as Reporting Persons in the cover pages. A. James D. Davis is an executive officer and director of Jemison. -------------- B. Houston Products & Machine, Inc. was liquidated on or about June 21, 1996. -------------------------------- E. Multalloy, Inc. (NJ) was liquidated on or about June 21, 1996 -------------------- F. Multalloy, Inc. (TX) was liquidated on or about June 21, 1996. -------------------- G. PVF Holdings, Inc. was liquidated on or about June 25, 1996. ------------------ H. Southwest Stainless, Inc. was liquidated on or about June 21, 1996. -------------------------
page 10 of 17 11 ITEM 4. PURPOSE OF TRANSACTION The Issuer securities acquired by the Reporting Persons are being acquired for investment purposes. 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 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) As of the time of this statement, the Reporting Persons may be deemed to own beneficially in the aggregate the numbers and percentages of the Issuer's securities set forth opposite their names below (based upon the number of shares of Issuer securities that, according to the Issuer, were outstanding on July 19, 1996).
Name Shares of Issuer Securities Percentage ---- --------------------------- ---------- James D. Davis 594,956 6.1% Houston Products & Machine, Inc. 0 0 Jemison Investment Co., Inc. 549,956 5.7 Multalloy, Inc. (New Jersey) 0 0 Multalloy, Inc. (Texas) 0 0 PVF Holdings, Inc. 0 0 Southwest Stainless, Inc. 0 0
page 11 of 17 12 No other person named in Item 2 beneficially owns any shares of Issuer securities. Jemison may have the right to receive additional shares of Issuer securities as a result of the purchase price adjustment described in Item 2 above. (b) There are 334,978 shares of Issuer securities currently held in an escrow for the benefit of Jemison. Furthermore, James D. Davis owns 45,000 shares of Issuer securities over which he has sole voting and dispositive power. As stated in Item 2 above, James D. Davis, by virtue of his direct ownership of 45,000 shares of Issuer securities and his relationship to Jemison and its subsidiaries described above, may be deemed to be a part of a group with Jemison, and, therefore, to have shared voting and dispositive power over the 549,956 shares of Issuer securities beneficially owned by Jemison, in addition to the 45,000 shares of Issuer securities directly owned by him. However, as stated in Item 2 above, Mr. Davis disclaims membership in a group and beneficial ownership of the Issuer securities that are the subject of this statement, other than the 45,000 Issuer shares directly owned by him. Likewise, as stated in Item 2 above, Jemison disclaims membership in a group and beneficial ownership of the Issuer securities that are subject of this statement, other than the 549,956 Issuer shares directly owned by it. (c) The following table sets forth the transactions effected by each of the persons listed in Item 5(a) during the past 60 days.
Date # Of Shares Transferred By Transferred To Price ---- ----------- -------------- -------------- ----- 06/21/96 334,978 Sellers PVF * 06/25/96 549,956 PVF Jemison *
* The shares transferred by Sellers to PVF on June 21, 1996 represent those shares that were held in escrow for the benefit of Sellers and were part of the liquidation of Sellers. The shares transferred by PVF to Jemison on June 25, 1996 were part of the liquidation of PVF. (e) As of June 21, 1996 and June 25, 1996, Sellers and PVF, respectively, are no longer considered members of the group. Consequently, on June 21, 1996, and June 25, 1996 Sellers and PVF ceased to be beneficial owners of more than 5% of the Issuer securities. This Amendment No. 2 is, therefore, a final filing as to each of them. It is not, however, a final filing as to Jemison or as to James D. Davis as possible members of a group who have disclaimed membership therein. page 12 of 17 13 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: July 30, 1996 /S/ JAMES D. DAVIS ------------------------------------- James D. Davis 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: July 30, 1996 /S/ J. DAVID BROWN, III ------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary 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: July 30, 1996 /S/ J. DAVID BROWN, III ------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary 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: July 30, 1996 /S/ J. DAVID BROWN, III ------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary page 13 of 17 14 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: July 30, 1996 /S/ J. DAVID BROWN, III -------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary 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: July 30, 1996 /S/ J. DAVID BROWN, III -------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary 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: July 30, 1996 /S/ J. DAVID BROWN, III -------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary page 14 of 17 15 EXHIBIT 1 AGREEMENT The undersigned hereby states and agrees that the attached Amendment No. 2 to 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: July 30, 1996 /S/ JAMES D. DAVIS ------------------------------------- James D. Davis AGREEMENT The undersigned corporation hereby states and agrees that the attached Amendment No. 2 to 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: July 30, 1996 HOUSTON PRODUCTS & MACHINE, INC., a Texas corporation /S/ J. DAVID BROWN, III ------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary AGREEMENT The undersigned corporation hereby states and agrees that the attached Amendment No. 2 to 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: July 30, 1996 JEMISON INVESTMENT CO., INC., a Delaware corporation /S/ J. DAVID BROWN, III ------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary page 15 of 17 16 AGREEMENT The undersigned corporation hereby states and agrees that the attached Amendment No. 2 to 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: July 30, 1996 MULTALLOY, INC., a New Jersey corporation /S/ J. DAVID BROWN, III ------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary AGREEMENT The undersigned corporation hereby states and agrees that the attached Amendment No. 2 to 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: July 30, 1996 MULTALLOY, INC., a Texas corporation /S/ J. DAVID BROWN, III ------------------------------------- By J. David Brown, III Its Vice President & Secretary AGREEMENT The undersigned corporation hereby states and agrees that the attached Amendment No. 2 to 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: July 30, 1996 PVF HOLDINGS, INC., a Delaware corporation /S/ J. DAVID BROWN, III ------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary page 16 of 17 17 AGREEMENT The undersigned corporation hereby states and agrees that the attached Amendment No. 2 to 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: July 30, 1996 SOUTHWEST STAINLESS, INC., a Texas corporation /S/ J. DAVID BROWN, III ------------------------------------- By J. David Brown, III Its Vice President & Assistant Secretary page 17 of 17 -----END PRIVACY-ENHANCED MESSAGE-----