-----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, FMhbHdCqn3Pt1eQUGZJhyq9ccgox8KW81/oLQkL/dv9bHSwZYBlwqlMTzmbmU2Ux kSbVH++4ABPKlt4EMYRyoQ== 0000054681-96-000003.txt : 19960315 0000054681-96-000003.hdr.sgml : 19960315 ACCESSION NUMBER: 0000054681-96-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960314 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KATY INDUSTRIES INC CENTRAL INDEX KEY: 0000054681 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 751277589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31211 FILM NUMBER: 96534971 BUSINESS ADDRESS: STREET 1: 6300 S SYRACUSE WAY STE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111-6723 BUSINESS PHONE: 3034860017 MAIL ADDRESS: STREET 1: 6300 S SYRACUSE WAY SUITE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARROLL WALLACE E FAMILY CENTRAL INDEX KEY: 0000917493 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BENNINGTON JOHNSON RUTTUM & REEVE STREET 2: 6300 S. SYRACUSE WAY STE 300 CITY: DENVER STATE: CO ZIP: 80111 BUSINESS PHONE: 3036295200 MAIL ADDRESS: STREET 1: 6300 S SYRACUSE WAY STE 300 STREET 2: C/O BENNINGTON JOHNSON CITY: DENVER STATE: CO ZIP: 80111 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* Katy Industries, Inc. (Name of Issuer) Common Stock, One Dollar ($1.00) par value (Title of Class of Securities) 486026107 (CUSIP Number) Jonathan P. Johnson CRL, Inc. 6300 S. Syracuse Way, Suite 300 Englewood, CO 80111 _________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 29, 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 the statement. (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. *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). (Continued on following page(s)) 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wallace E. Carroll, 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 395,939 8. SHARED VOTING POWER 2,825,845 9. SOLE DISPOSITIVE POWER 395,939 10.SHARED DISPOSITIVE POWER 2,825,845 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,221,784 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.5% 14. TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Amelia M. Carroll 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 8,729 8. SHARED VOTING POWER 2,782,432 9. SOLE DISPOSITIVE POWER 8,729 10.SHARED DISPOSITIVE POWER 2,782,432 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,791,161 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.5% 14.TYPE OF REPORTING PERSON* IN 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and hisdescendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 2,151 8. SHARED VOTING POWER 2,073,559 9. SOLE DISPOSITIVE POWER 2,151 10.SHARED DISPOSITIVE POWER 2,073,559 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTINGPERSON 2,075,710 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.2% 14.TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and hisdescendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 507,121 8. SHARED VOTING POWER 2,073,559 9. SOLE DISPOSITIVE POWER 507,121 10.SHARED DISPOSITIVE POWER 2,073,559 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,580,680 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.1% 14.TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E. Carroll, Jr. and hisdescendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 11,881 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 11,881 10.SHARED DISPOSITIVE POWER -0- 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,881 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14.TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and hisdescendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 180,661 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 180,661 10.SHARED DISPOSITIVE POWER -0- 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 180,661 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% 14.TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Subtrusts under The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 F/B/O Wallace E. Carroll, Jr. and his descendants 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 7,059 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 7,059 10.SHARED DISPOSITIVE POWER -0- 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,059 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14.TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Subtrusts under The Wallace E. Carroll, Jr. Trust #1 U/A Dated 12/30/76 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 1,000 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 1,000 10.SHARED DISPOSITIVE POWER -0- 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14.TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Subtrusts under The Wallace E. Carroll, Jr. Trust #2 U/A Dated 12/30/76 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 774 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 774 10.SHARED DISPOSITIVE POWER -0- 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 774 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14.TYPE OF REPORTING PERSON* OO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CRL, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 2,073,559 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 2,073,559 10.SHARED DISPOSITIVE POWER -0- 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,559 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.2% 14. TYPE OF REPORTING PERSON* CO 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Wallace Foundation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* Not applicable 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 32,910 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 32,910 10.SHARED DISPOSITIVE POWER -0- 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,910 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) less than 1% 14.TYPE OF REPORTING PERSON* OO AMEND MENT NO. 19 TO SCHEDULE 13D This amended statement relates to the Common Stock, $1.00 par value per share (the "Shares"), of Katy Industries, Inc. (the "Company"). This statement is being filed in accordance with Item 101(a)(2)(i) of Regulation S-T promulgated by the Securities and Exchange Commission in connection with the Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). This amended statement on Schedule 13D is jointly filed by Wallace E. Carroll, Jr., Amelia M. Carroll, The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '57 Trust"), The Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '58 Trust"), The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '62 Trust"), The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '61 Trust"), the Subtrusts under The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '78 Subtrusts"), the Subtrusts under The Wallace E. Carroll, Jr. Trust Number 1 U/A Dated 12/30/76 (the "WEC Jr. '76 Subtrusts Number 1"), the Subtrusts under The Wallace E. Carroll, Jr. Trust Number 2 U/A Dated 12/30/76 (the "WEC Jr. '76 Subtrusts Number 2"), CRL, Inc., a Delaware corporation ("CRL"), and The Wallace Foundation pursuant to a Joint 13D Filing Agreement dated as of February 29, 1996 (collectively, the "Reporting Persons"). Item 2. Identity and Background Item 2 is hereby amended as follows: As a result of the closing on February 29, 1996 of the Reorganization (as previously defined under Item 4 of Amendment No. 17 to this statement) of the jointly held assets of the members of the family of Wallace E. Carroll, certain trusts formed for their benefit and entities controlled by them (the "Carroll Family"), only the persons or entities identified above are continuing as Reporting Persons for purposes of this amended statement (collectively, the "WEC Jr. Family Stockholders"). As a result of the closing of the Reorganization, D.H. Carroll, trusts for the benefit of D.H. Carroll and his descendants and certain entities controlled by them (collectively, the "DHC Family Stockholders"), who were previously Reporting Persons under this statement, have ceased to be Reporting Persons for purposes of this amended statement. As a result of the closing of the Reorganization, Lelia Carroll, trusts for the benefit of Lelia Carroll and her descendants and certain entities controlled by them (collectively, the "LC Family Stockholders"), who were previously Reporting Persons under this statement, have ceased to be Reporting Persons for purposes of this amended statement. In addition, Philip E. Johnson and Arthur R. Miller, who were previously Reporting Persons under this statement, have ceased to be Reporting Persons for purposes of this amended statement. Item 3. Source of Funds Item 3 is hereby amended as follows: The source of funds used by Wallace E. Carroll, Jr. and the WEC Jr. '62 Trust to acquire additional Shares from LeWa as described under Item 5 of this amended statement consisted of the redemption by LeWa of LeWa common stock held by Mr. Carroll and the WEC Jr. '62 Trust. The source of funds used by CRL to make the purchases of additional Shares from LeWa described in Item 5 of this amended statement was the general assets of CRL. Item 4. Purpose of Transaction Item 4 is hereby amended as follows: The Reorganization was consummated by the Carroll Family for purposes of distributing or allocating the jointly held assets of the Carroll Family to the individual members of the Carroll Family, trusts for their benefit or the benefit of their descendants, or entities controlled by them. As a result of the Reorganization, as described in Item 5 below, the WEC Jr. Family Stockholders acquired sole beneficial ownership of certain Shares previously reported as jointly beneficially owned by members of the Carroll Family. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended as follows: The amended information regarding sole and shared beneficial ownership of Shares of the Reporting Persons and the related percentage ownership for each of such Reporting Persons is incorporated herein by reference to the cover pages to this amended statement. In connection with the Reorganization, CRL redeemed all of its common stock other than that held by certain of the WEC Jr. Family Stockholders in exchange for cash and/or assets. As a result, Wallace E. Carroll, Jr., the WEC Jr. '57 Trust and WEC Jr. '58 Trust became the only remaining shareholders of CRL and therefore may be deemed to beneficially own all Shares held by CRL. Also in connection with the Reorganization, LeWa Company ("LeWa"), which was previously a Reporting Person, redeemed all of its common stock other than that held by certain of the DHC Family Stockholders. Wallace E. Carroll, Jr. and the WEC Jr. '62 Trust received 303,873 and 108,559 Shares, respectively, from LeWa pursuant to the redemption of the LeWa common stock held by Wallace E. Carroll, Jr. and the WEC Jr. '62 Trust. In connection with the Reorganization, LeWa also sold directly to CRL 19,279 Shares at a purchase price of $11.10 per share. After giving effect to the Reorganization, the WEC Jr. Family Stockholders (which includes all of the Reporting Persons under this amended statement) collectively beneficially own 3,221,784 Shares representing 37.5% of the outstanding Shares (excluding an additional 23,294 Shares directly held by the children of Wallace E. Carroll, Jr. and Amelia M. Carroll). Percentage beneficial ownership as reported in this amended statement is based upon 8,586,087 Shares outstanding as of March 7, 1996. The following table indicates the direct beneficial ownership of each of the WEC Jr. Family Stockholders (which includes all of the Reporting Persons under this amended statement): NAME SHARES WallaceE.Carroll,Jr.(1) 395,939 Amelia M. Carroll(2) 8,729 WEC Jr. '57 Trust 2,151 WEC Jr. '58 Trust 507,121 WEC Jr. '61 Trust 11,881 WEC Jr. '62 Trust 180,661 WEC Jr. '78 Subtrusts 7,059 WEC Jr.'76Subtrusts(1) 1,000 WEC Jr.'76Subtrusts(2) 774 CRL, Inc.(3) 2,073,559 Wallace Foundation(4) 32,910 TOTAL 3,221,784 (1) Includes currently exercisable options to acquire 2,000 Shares and 2,116 Shares previously reported as held by the WEC Partnership, Ltd. which were distributed to Wallace E. Carroll, Jr. in March 1996. (2) Includes 2,565 Shares previously reported as held by the WEC Partnership, Ltd. which were distributed to Amelia M. Carroll in March 1996. (3) Includes shares formerly held by wholly owned subsidiary previously included as a Reporting Person. (4) Shares were previously reported as held by the Carroll Foundation. The Carroll Foundation distributed all shares held by it in March 1996 to new foundations established by Wallace E. Carroll, Jr., D.H. Carroll and Lelia Carroll. The trustees of the WEC Jr. '57 Trust, WEC Jr. '58 Trust, WEC Jr. '61 Trust and WEC Jr. '62 Trust are Wallace E. Carroll, Jr. Amelia Carroll, Arthur R. Miller, Robert E. Kolek and Allen Lev. The trustees of the WEC Jr. '76 Subtrusts Number 1 and WEC Jr. '76 Subtrusts Number 2 are Philip E. Johnson and Arthur R. Miller. The trustees of the WEC Jr. '78 Subtrusts are Wallace E. Carroll, Jr., Amelia M. Carroll and Arthur R. Miller. All of such trustees may be deemed to share beneficial ownership of the Shares directly and indirectly beneficially owned by such trusts. Messrs. Miller, Kolek, Lev and Johnson disclaim such beneficial ownership. Wallace E. Carroll, Jr. is the trustee of the Wallace Foundation and may be deemed to beneficially own the Shares held by the Wallace Foundation. After giving effect to the Reorganization, the DHC Family Stockholders collectively may be deemed to beneficially own approximately 7.1% of the outstanding Shares and are filing a separate Schedule 13D reporting such ownership. The WEC, Jr. Family Stockholders expressly disclaim that they are acting as a group with the DHC Family Stockholders for purposes of acquiring, holding or disposing of Shares. After giving effect to the Reorganization, the LC Family Stockholders collectively may be deemed to beneficially own approximately 3.0% of the outstanding Shares and are therefore no longer subject to the reporting requirements of Section 13(d). The WEC Jr. Family Stockholders expressly disclaim that they are acting as a group with the LC Family Stockholders for purposes of acquiring, holding or disposing of Shares. Amelia M. Carroll is a trustee of certain trusts included in the LC Family Stockholder group holding an aggregate of 42,372 Shares, beneficial ownership of which is disclaimed by Amelia M. Carroll. Such shares are not included in the reported beneficial ownership of Amelia M. Carroll or the WEC Jr. Family Stockholders. Philip E. Johnson continues to serve as trustee of certain of the trusts included in the WEC Jr. Family Stockholders and the LC Family Stockholders (collectively beneficially owning less than 5% of the outstanding Shares). Arthur R. Miller continues to serve as trustee of certain of the trusts included in the WEC Jr. Family Stockholders, the DHC Family Stockholders and the LC Family Stockholders (collectively beneficially owning 3,387,479 Shares which represent 39.5% of the outstanding Shares). The reporting obligation of Mr. Miller after the date hereof as a result of his position as trustee will be satisfied by the reporting by such trusts under this amended statement and on the statement filed by the DHC Family Stockholders referred to above. As disclosed above, the LC Family Stockholders ceased to be the beneficial owners of more than 5% of the outstanding Shares as of the closing of the Reorganization on February 29, 1996. During the past sixty days, the Wallace E. Carroll trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her descendants and the Wallace E. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants (each of which was formerly a Reporting Person and which are members of the LC Family Stockholders group) sold the following Shares in market transactions effected on the New York Stock Exchange: DATE SHARES PRICE 2/12/96 5,000 $11.875 2/14/96 4,500 $12.00 2/15/96 500 $12.00 2/21/96 2,000 $11.75 2/22/96 2,000 $11.875 2/26/96 2,000 $11.75 TOTAL 16,000 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is hereby amended as follows: The definitive terms of the CRL Guarantee and WEC Guarantee (as previously reported under Items 5 and 6 of Amendments No. 17 and 18 to this statement) are incorporated by reference to the full text of such agreements filed as Exhibit QQ (CRL, Inc. Guarantee Agreement) and Exhibit RR (Put/Call Agreement) to this amended statement. The terms of the CRL, Inc. Redemption and Exchange Agreement relating to the redemption described in Item 5 of this amended statement are incorporated by reference to the full text of such agreement filed as Exhibit SS to this amended statement. The terms of the LeWa Company Redemption and Exchange Agreement relating to the redemption described in Item 5 of this amended statement are incorporated by reference to the full text of such agreement filed as Exhibit TT to this amended statement. The terms of the Purchase Agreement between CRL and LeWa relating to the purchases described in Item 5 of this amended statement are incorporated by reference to the full text of such agreement filed as Exhibit UU to this amended statement. CRL has pledged to The Northern Trust Company 2,054,280 Shares held by CRL as collateral for its revolving line of credit with The Northern Trust Company. Item 7. Material to be Filed as Exhibits Item 7 is hereby amended as follows: ExhibitQQ - CRL,Inc.Guarantee Agreement Exhibit RR - Put/Call Agreement Exhibit SS - CRL, Inc. Redemption and Exchange Agreement Exhibit TT - LeWa Company Redemption and Exchange Agreement Exhibit UU - Purchase Agreement between CRL, Inc. and the LeWa Company Exhibit VV - Joint Filing Agreement among WEC Jr. Family Stockholders SIGNATURE 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: March 13, 1996 By: /s/ Jonathan P. Johnson ___________________ Jonathan P. Johnson, as attorney-in-fact for the Reporting Persons. EXHIBIT QQ CRL, INC. GUARANTEE AGREEMENT This Guarantee Agreement (the "Agreement") is made by and between CRL, Inc., a Delaware corporation ("CRL"), Wallace E. Carroll, Jr. ("WEC"), Lelia Carroll ("LC") and Holden Investment L.L.C., an Illinois limited liability company ("Holden"), as of February 29, 1996. RECITALS A. CRL, certain members of the family of Wallace E. Carroll and various trusts and other entities established by them offered to purchase all of the publicly-held shares of the common stock of Katy industries, Inc. ("Katy") in 1993. B. In December 1993, the Board of Directors of CRL (the "Board") deemed it to be in the best interest of CRL to obtain additional shares of Katy through open market purchases. C. The Board was advised that due to regulatory considerations, CRL should not at that time purchase the additional shares. D. The Board determined that the economic interest of CRL in the shares of Katy stock held by CRL would be maximized through the purchase of additional shares of Katy stock by WEC and LC. E. To induce WEC and LC to make such purchases of additional shares of Katy stock, CRL guaranteed WEC and LC that they would not suffer financial loss in connection with such purchases. CRL did not require as a condition to such guarantee that any profits realized from the proposed purchases be returned to CRL. F. As an additional inducement to make the purchases described above, CRL agreed to loan and did loan to WEC and LC funds necessary to make such purchases. G. In consideration of these guarantees and loans from CRL, WEC and LC agreed to purchase and did each purchase 118,900 shares, respectively, of Katy stock in December 1993. H. As of the date hereof, CRL and other entities owned by members of the family of Wallace E. Carroll and trusts for their benefit are being reorganized (the "Reorganization"). I. Pursuant to the Reorganization, the shareholders of CRL are receiving distributions from CRL and assuming certain liabilities of CRL equal to their proportionate share of the net asset value of CRL (with WEC and his family trusts retaining their proportionate share through ownership of all of the outstanding common stock of CRL after giving effect to the Reorganization). J. Pursuant to the Reorganization, CRL is also contributing to Holden certain of the assets and liabilities of CRL in exchange for which CRL will receive membership interests in Holden which will thereafter be distributed to CRL shareholders in accordance with Recital I above. K. In connection with the Reorganization, the parties desire to quantify, satisfy and administer CRL's guarantee obligation to WEC and LC in the manner described in this Agreement. L. Prior to the date of this Agreement, WEC sold 31,150 shares of Katy stock and LC sold 56,000 shares of Katy stock subject to the guarantee obligation described in this Agreement. NOW, THEREFORE, in consideration of these Recitals, the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows: 1. Guarantee Obligations. CRL hereby acknowledges and affirms its guarantee obligation to reimburse WEC and LC for any Financial Loss that they have incurred as a result of purchases of the shares of Katy stock (the "Guarantee Obligation") described in Recital G above. For purposes of the foregoing, "Financial Loss" includes any decrease in market value, interest charges on the loans from CRL, transaction costs, income taxes resulting from dividends or gains on sales of the Katy stock and income taxes resulting from the payment of the Guarantee Obligation. Dividends received and tax benefits resulting from losses on the sales of the Katy stock shall be included in the calculation of the Guarantee Obligation in the manner set forth on Exhibit A and Exhibit B in determining the amount due to WEC and LC, respectively. 2. Treatment of Guarantee to WEC. The parties agree that the Katy stock held by WEC subject to the Guarantee Obligation by CRL shall be valued at $11.10 per share as of the date of this Agreement (as if such shares had been sold at a price of $11.10 per share as of the date of this Agreement). Accordingly, the value of the Guarantee Obligation due to WEC by CRL is fixed as of the date of this Agreement as set forth on Exhibit A and CRL's net asset value for the purposes of the Reorganization shall be reduced by the amount of such Guarantee Obligation to WEC. After giving effect to the Reorganization, as a result of which WEC and his family trusts will own all of the outstanding capital stock of CRL, the liability for the Guarantee Obligation to WEC will be deemed to continue as a corporate liability of CRL due to WEC in the fixed amount set forth on Exhibit A. 3. Treatment of Guarantee to LC. In connection with the Reorganization, the parties agree that CRL shall contribute to Holden (in the manner described in Recital J above) the liability representing the CRL Guarantee Obligation to LC together with assets sufficient to fund the Guarantee Obligation based upon an assumed sales price of $11.10 per share of Katy stock as determined in accordance with Exhibit B. The net asset value of CRL immediately prior to the Reorganization shall be reduced by the value of the Guarantee Obligation due to LC based upon an assumed sales price of $11.10 per share as reflected on Exhibit B. After contribution of the Guarantee Obligation by CRL to Holden, Holden agrees that it shall be responsible for any payments due to LC upon sales of Katy stock by LC subsequent to the date of the closing of the Reorganization. Upon any sales of Katy stock subject to the Guarantee Obligation, LC shall submit sales information in writing to Holden and Holden shall pay to LC an amount equal to the Guarantee Obligation with respect to such shares (based upon the actual sales prices without regard to the assumed sales price referred to above). Any sales of shares by LC at a price less than $11.10 per share resulting in an increase in the actual Guarantee Obligation shall require additional payment to Holden by CRL's former shareholders (proportionate to their holdings immediately prior to the Reorganization) in which case Holden shall exercise its rights under that certain Allocation, Indemnification and Tax Matters Agreement of even date herewith to seek reimbursement from such former CRL shareholders. Any sales of shares by LC at a price greater than $11.10 per share resulting in a decrease in the actual Guarantee Obligation to LC shall inure to the benefit of the former CRL shareholders such that the difference between the actual Guarantee Obligation and the assumed Guarantee Obligation on Exhibit B shall be distributed by Holden to the former shareholders of CRL in proportion to their former shareholdings in CRL immediately prior to the Reorganization. CRL, Holden and LC agree that the Guarantee Obligation described in this Agreement with respect to any shares not sold by LC within one year of the date of this Agreement shall be satisfied in full by payment of the Guarantee Obligation by Holden to LC based upon an assumed sales price of $11.10 per share which payment shall be made within thirty (30) days of the expiration of such one year period. 4. General Provisions. (a) Integration; Amendment. This Agreement and the other agreements referred to herein constitute the entire agreement and understanding of the parties hereto concerning the subject matter hereof, and supersedes all prior and contemporaneous negotiations, undertakings and agreements between the parties, whether oral or written, relating to the subject matter hereof. With respect to each party to this Agreement, no representation, induce- ment, agreement, promise, understanding or waiver altering, modifying, taking from or adding to the terms, provisions or conditions hereof shall have any force or effect unless the same is in writing and duly executed by the parties. (b) Notices. Any notice, request, instruction or other communication to be given and delivered hereunder by any party hereto shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, provided delivery is actually tendered at the appropriate address, addressed to the persons identified below (a) in person, or (b) by courier service, or (c) by facsimile copy (with original copy mailed the same day), or (ii) three (3) days after deposit in the U.S. mail by first class certified mail, postage prepaid, return receipt requested, all addressed as set forth below: To LC: With a copy to: Lelia Carroll Bruce Ducker, Esq. 180 Franklin St Ducker Dewey& Seawell Denver, CO 80218 One Civic Center Plaza Fax: (303)777-9100 1560 Broadway, # 1500 Denver, CO 80202 Fax: (303) 861-4017 To WEC or CRL: With a copy to: Wallace E. Carroll, Jr. Jonathan P. Johnson c/o CRL, Inc. CRL, Inc. or 6300 S.Syracuse Way CRL, Inc. Suite 300 6300 S. Syracuse Way Englewood,CO 80111 Suite #300 Fax: (303) 773-2729 Englewood, CO 80111 Fax: (303) 773-2729 and Bruce L. Rogers, Esq. Hogan & Hartson L.L.P. One Tabor Center, # 1500 1200 Seventeenth Street Denver, CO 80202 Fax: (303) 899-7333 To Holden: With a copy to: James Elsen DeweyCrawford, Esq. Holden Investments LLC Gardner Carton & Douglas 2340 Des Plaines Avenue Quaker Tower Suite 303 321 North Clark St, #3400 Des Plaines, IL 60018 Chicago, IL 60610-4795 Fax: (847) 299-2080 Fax: (312) 644-3381 or such other address as any of the foregoing shall designate to the others in conformity with the foregoing. Any notice to any party shall also be given to all other parties to this Agreement. (c) Construction. No provision of this Agreement shall be construed against any party on the ground that such party (or its counsel) drafted the provision or caused it to be drafted. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado excluding, however, as much of said law as relates to conflicts or choice of laws. (e) Waiver; Remedies. No delay on the part of any party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law in equity or both. (f) Beneficiaries of Agreement. The rights and obligations contained in this Agreement are hereby declared by the parties hereto to have been provided expressly for the exclusive benefit of such persons and entities (as applicable) as set forth herein, and shall not benefit, and do not benefit, any unrelated third parties. (g) Arbitration. If any dispute arises between the parties hereto under or concerning this Agreement or the terms hereof, which dispute would ordinarily be resolved by an action at law, the parties hereto shall, within five (5) days of the date that such dispute arises, submit such issue to an entity to be mutually agreed upon by the parties involved in such dispute (the "Arbitrator") for arbitration in accordance with the terms of this Section 4(g). The parties hereto shall attempt in good faith to agree upon an entity to serve as the Arbitrator hereunder within such five (5) day period. In the event that the parties involved in such dispute are not able to agree upon an entity to serve as the Arbitrator as provided above, each of said parties shall select a representative, and all representatives so selected shall collectively appoint the Arbitrator to resolve the issue in dispute. Upon submission of the dispute to arbitration, each party involved in the dispute (or any representative selected by such party) shall present his, her or its argument to the Arbitrator. The arbitration shall otherwise proceed in accordance with the then existing rules of the American Arbitration Association. The decision of the Arbitrator shall be made within thirty (30) days following the close of the hearing and shall be final and binding upon the parties hereto with respect to the dispute. The non-prevailing party shall pay the fees and expenses of the Arbitrator; and the other expenses of the arbitration (including, without limitation, an award of attorneys' fees to the prevailing party) shall be paid as the Arbitrator determines. Each of the parties hereto, for himself, herself or itself, and their respective successors and assigns, as applicable, hereby agrees to the provisions of this Section 4(g) and waive any right to any claim or cause of action he, she or it may have in connection with an arbitration to be held pursuant to the terms of this Section 4(g). (h) Assignment. The parties hereto have entered into this Agreement intending to be bound hereby, and this Agreement shall be a binding and enforceable agreement and shall inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns. (i) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement. (j) Headings. The titles of the Sections hereto have been inserted as a matter of convenience of reference only, and shall not control or affect the meaning, interpretation or construction of this Agreement. (k) Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which shall be considered an original but all of which, collectively, shall constitute a single agreement. * * * * IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 29th day of February, 1996. CRL, INC. By: ________________ Jonathan P. Johnson Its President ____________________ Lelia Carroll ____________________ Wallace E. Carroll, Jr. HOLDEN INVESTMENTS, L.L.C. By: _________________ Its: ________________
Exhibit A 12/93 Katy Purchase - Impact on Pat As of 2/29/96 Loan Activity Date Activity Amount Interest Amount Balance Received Earned Paid Owed 12/09/93 Loan from CRL $ 550,000.00 $ 550,000.00 12/09/93 Purchase of Stock 550,000.00 12/10/93 Loan from CRL 2,640,857.50 3,190,857.50 12/10/93 Purchase of Stock 3,190,857.50 12/31/93 Interest Earned 13,568.28 3,204,425.78 01/??/94 Dividend Proceeds 3,204,425.78 01/31/94 Interest Earned 18,970.30 3,223,396.08 02/28/94 Interest Earned 17,134,47 3,240,530.55 03/31/94 Interest Earned 19,145.14 3,259,675.69 04/20/94 Dividend Proceeds 3,259,675.69 04/30/94 Interest Earned 19,538.54 3,279,214.23 05/31/94 Interest Earned 21,658.49 3,300,872.72 06/30/94 Interest Earned 21,636.64 3,322,509.36 07/31/94 Interest Earned 21,974.92 3,344,484.28 07/31/94 Sales Proceeds 3,344,484.28 07/31/94 Repayment (716,577.76) 2,627,906.52 08/01/94 Interest Received 2,627,906.52 08/25/94 Dividend Proceeds 2,627,906.52 08/31/94 Interest Earned 18,976.46 2,646,882.98 09/01/94 Interest Received 2,646,882.98 09/30/94 Interest Earned 18,886.52 2,665,769.50 10/01/94 Interest Received 2,665,769.50 10/20/94 Dividend Proceeds 2,665,769.50 10/31/94 Interest Earned 19,516,07 2,685,285.57 11/01/94 Interest Received 2,685,285.57 11/30/94 Interest Earned 19,695.94 2,704,981.51 12/01/94 Interest Received 2,704,981.51 12/31/94 Interest Earned 21,188.88 2,726,170.39 01/01/95 Interest Received 2,726,170.39 01/20/95 Dividend Proceeds 2,726,170.39 01/31/95 Interest Earned 21,188.88 2,747,359.27 02/01/95 Interest Received 2,747,359.27 02/28/95 Interest Earned 20,145.62 2,767,504.89 03/01/95 Interest Received 2,767,504.89 03/31/95 Interest Earned 20,811.05 2,788,315.94 03/31/95 Payments (1,250,000.00) 1,538,315.94 04/01/95 Interest Received 1,538,315.94 04/20/95 Dividend Proceeds 1,538,315.94 04/30/95 Interest Earned 12,626.40 1,550,942.34 05/01/95 Interest Received 1,550,942.34 05/31/95 Interest Earned 13,047.28 1,563,989.62 06/01/95 Interest Received 1,563,989.62 06/30/95 Interest Earned 11,363.76 (1,575,353,38) 0.00 07/31/95 Dividend Proceeds 0.00 07/31/95 Interest Received 0.00 08/31/95 Interest Received 0.00 09/30/95 Interest Received 0.00 10/31/95 Dividend Proceeds 0.00 10/31/95 Interest Received 0.00 11/30/95 Interest Received 0.00 12/31/95 Assume interest paid on outside funding source for debt payoff: 0.00 6/95 debt payoff, prime +1, 6 months 76,798.00 76,798.00 SUBTOTALS: 3,190,857.50 427,871.64 ($3,541,931.14) 76,798.00
Exhibit A 12/93 Katy Purchase - Impact on Pat As of 2/29/96 STOCK ACTIVITY Date Activity Amount Amount Net Net Cash Paid Received 12/09/93 Loan from CRL $ 550,000.00 12/09/93 Purchase of Stock ($ 550,000.00) ($ 550,000.00) 0.00 12/10/93 Loan from CRL ( 550,000.00) 2,640,857.50 12/10/93 Purchase of Stock (2,640,857.50) (3,190,857.50) 0.00 12/31/93 Interest Earned (3,190,857.50) 0.00 01/??/94 Dividend Proceeds 7,431.25 (3,183,426.25) 7,431.25 01/31/94 Interest Earned (3,183,426.25) 7,431.25 02/28/94 Interest Earned (3,183,426.25) 7,431.25 03/31/94 Interest Earned (3,183,426.25) 7,431.25 04/20/94 Dividend Proceeds 7,431.25 (3,175,995.00) 14,862.50 04/30/94 Interest Earned (3,175,995.00) 14,862.50 05/31/94 Interest Earned (3,175,995.00) 14,862.50 6/30/94 Interest Earned (3,175,995.00) 14,862.50 07/31/94 Interest Earned (3,175,995.00) 14,862.50 07/31/94 Sales Proceeds 716,577.76 (2,459,417.24) 731,440.26 07/31/94 Repayment (2,459,417.24) 14,862.50 08/01/94 Interest Received 82.28 (2,459,334.96) 14,944.78 08/25/94 Dividend Proceeds 1,228,500.00 (1,230,834.96) 1,243,444.78 08/31/94 Interest Earned (1,230,834.96) 1,243,444.78 09/01/94 Interest Received 217.74 (1,230,617.22) 1,243,662.52 09/30/94 Interest Earned (1,230,617.22) 1,243,662.52 10/01/94 Interest Received 1,036.50 (1,229,580.72) 1,244,699.02 10/20/94 Dividend Proceeds 5,484.38 (1,224,096.34) 1,250,183.40 10/31/94 Interest Earned (1,224,096.34) 1,250,183.40 11/01/94 Interest Received 1,073.43 (1,223,022.91) 1,251,256.83 11/30/94 Interest Earned (1,223,022.91) 1,251,256.83 12/01/94 Interest Received 1,042.80 (1,221,980.11) 1,252,299.63 12/31/94 Interest Earned (1,221,980.11) 1,252,299.63 01/01/95 Interest Received 1,078.49 (1,220,901.62) 1,253,378.12 01/20/95 Dividend Proceeds 5,484.38 (1,215,417.24) 1,258,862.50 01/31/95 Interest Earned (1,215,417.24) 1,258,862.50 02/01/95 Interest Received 1,080.77 (1,214,336.47) 1,259,943.27 02/28/95 Interest Earned (1,214,336.47) 1,259,943.27 03/01/95 Interest Received 980.00 (1,213,356.47) 1,260,923.27 03/31/95 Interest Earned (1,213,356.47) 1.260,923.27 03/31/95 Payments (1,213,356.47) 10,923.27 04/01/95 Interest Received 912.28 (1,212,444.19) 11,835.55 04/20/95 Dividend Proceeds 5,484.38 (1,206,959.81) 17,319.93 04/30/95 Interest Earned (1,206,959.81) 17,319.93 05/01/95 Interest Received 11.40 (1,206,948.41) 17,331.33 05/31/95 Interest Earned (1,206,948.41) 17,331.33 06/01/95 Interest Received 14.88 (1,206,933.53) 17,346.21 06/30/95 Interest Earned (1,206,933.53) (1,558,007.17) 07/31/95 Dividend Proceeds 5,484.38 (1,201,449.15) (1,552,522.79) 07/31/95 Interest Received 14.40 (1,201,434.75) (1,552,508.39) 08/31/95 Interest Received 16.53 (1,201,418.22) (1,552,491,86) 09/30/95 Interest Received 19.84 (1,201,398.38) (1,552,472.02) 10/31/95 Dividend Proceeds 5,484.38 (1,195,914.00) (1,546,987.64) 10/31/95 Interest Received 19.20 (1,195,894.80) (1,546,968.44) 11/30/95 Interest Received 21.04 (1,195,873.76) (1,546,947.40) 12/31/95 Assume interest paid on outside (1,195,873.76) (1,546,947.40) funding source for debt payoff: (1,195,873.76) (1,546,947.40) 6/95 debt payoff, prime +1, 6 months (1,195,873.76) (1,546,947.40) 01/31/96 Dividend Proceeds 5,484.38 (1,190,389.38) (1,541,463.02) SUBTOTALS: (3,190,857.50) 2,000,468.12 (1,190,389.38) (1,541,463.02)
Exhibit A 12/93 Katy Purchase - Impact on Pat As of 2/29/96 Activity Shares Tax $/Share Tax Net Cash Rate Impact Subtotals Above (1,541,463.02) Tax Benefit on 7/94 Sales Taxes: Net Proceeds $ 716,577.76 Basis at 31,150.00 shares x $26.79 per share = 834,398.86 Loss ( 117,821.10) Tax Benefit at 31.60% 37,231.47 Future Sale of Stock Currently Held Shares: 87,750 Value at $11.10 974,025.00 Taxes: Proceeds at 87,750.00 shares x $11.10 per share = 974,025.00 Basis at 87,750.00 shares x $26.79 per share = 2,350,513.64 Loss (1,376,488.64) Tax Benefit at 31.60% 434,970.41 Taxes Owed on Dividends at 42.62% 9/94 Extraordinary 1,228,500.00 (523,586.70) 1995 Normal 47,768.78 ( 20,359.05) Taxes Owed on Interest Received at 42.62% 1994 3,452.75 ( 1,471.56) 1995 4,185.36 ( 1,783.80) Tax Benefit from Interest Paid at 42.62% 427,871.64 182,358.89 Debt Owed to CRL/Other ( 76,798.00) Preliminary Loss to Pat (536,876.37) Tax effect of payment to Pat at 31.60% (248,030.60) Total Loss of Pat / Payment from CRL (784,906.97)
Exhibit B 12/93 Katy Purchase - Impact on Sis As of 2/29/96 Loan Activity Date Activity Amount Interest Amount Balance Received Earned Paid Owed 12/09/93 Loan from CRL $ 550,000.00 $ 550,000.00 12/09/93 Purchase of Stock 550,000.00 12/10/93 Loan from CRL 2,640,857.50 3,190,857.50 12/10/93 Purchase of Stock 3,190,857.50 12/31/93 Interest Earned 13,568.28 3,204,425.78 01/31/94 Interest Earned 18,970.30 3,223,396.08 02/28/94 Interest Earned 17,134,47 3,240,530.55 03/31/94 Interest Earned 19,145.14 3,259,675.69 04/30/94 Interest Earned 19,538.54 3,279,214.23 05/31/94 Interest Earned 21,658.49 3,300,872.72 6/30/94 Interest Earned 21,636.64 3,322,509.36 07/31/94 Interest Earned 21,974.92 3,344,484.28 07/31/94 Sales Proceeds 3,344,484.28 07/31/94 Repayment (716,577.76) 2,627,906.52 08/31/94 Interest Earned 18,976.46 2,646,882.98 09/30/94 Interest Earned 17,730.20 2,664,613.18 9/30/94 Dividend Proceeds 1,243,000.00) 1,421.513.18 10/31/94 Interest Earned 10,554.61 1,432,167.79 11/30/94 Interest Earned 10,651.89 1,442,819.68 12/31/94 Interest Earned 11,459.29 1,454,278.97 12/31/94 Interest Received 1,454,278.97 06/30/95 Interest Earned 69,825.79 1,524,104.76 06/30/95 Dividend Proceeds 1,524,104.76 06/30/95 Interest Received 1,524,104.76 07/31/95 Dividend Earned 1,524,104.76 07/31/95 Interest Earned 1,524,104.76 07/31/95 Sales Proceeds 1,524,104.76 08/31/95 Interest Earned 1,524,104.76 10/31/95 Dividend Earned 1,524,104.76 12/31/95 Interest Earned 69,864.70 1,593,969.46 12/31/95 Assume Earnings = Debt Interest Savings 1,593,969.46 (Assume Cash Pays Down Debt) 1,593,969.46 5 Months @ Prime + 1, 7/31 Cash Bal 1,593,969.46 Interest Received 1,593,969.46 1/31/96 Dividend Proceeds (Div Declared 12/31/95) 1,593,969.46 SUBTOTALS: $3,190,857.50 $362,689.72 ($1,959,577.76) $1,593,969.46
Exhibit B 12/93 Katy Purchase - Impact on Sis As of 2/29/96 STOCK ACTIVITY Date Activity Amount Amount Net Net Cash Paid Received 12/09/93 Loan from CRL $ 550,000.00 12/09/93 Purchase of Stock ($ 550,000.00) ($ 550,000.00) 0.00 12/10/93 Loan from CRL ( 550,000.00) 2,640,857.50 12/10/93 Purchase of Stock (2,640,857.50) (3,190,857.50) 0.00 12/31/93 Interest Earned (3,190,857.50) 0.00 01/31/94 Interest Earned (3,190,857.50) 0.00 02/28/94 Interest Earned (3,190,857.50) 0.00 03/31/94 Interest Earned (3,190,857.50) 0.00 04/30/94 Interest Earned (3,190,857.50) 0.00 05/31/94 Interest Earned (3,190,857.50) 0.00 6/30/94 Interest Earned (3,190,857.50) 0.00 07/31/94 Interest Earned (3,190,857.50) 0.00 07/31/94 Sales Proceeds 716,577.76 (2,474,279.74) 716,577.76 07/31/94 Repayment (2,474,279.74) 0.00 08/31/94 Interest Earned (2,474,279.74) 0.00 09/30/94 Interest Earned (2,474,279.74) 0.00 09/30/94 Dividend Proceeds 1,248,846.88 (1,225,432.86) 5,846.88 10/31/94 Interest Earned (1,225,423.86) 5,846.88 11/30/94 Interest Earned (1,225,423.86) 5,846.88 12/31/94 Interest Earned (1,225,423.86) 5,846.88 12/31/94 Interest Received 1,198.32 (1,224,234.54) 7,045.20 06/30/95 Interest Earned (1,224,234.54) 7,045.20 06/30/95 Dividend Proceeds 10,968.76 (1,213,265.78) 18,013.96 06/30/95 Interest Received 51.30 (1,213,214.48) 18,065.26 07/31/95 Dividend Earned 5,484.38 (1,207,730.10) 23,549,64 07/31/95 Interest Earned 15.00 (1,207,715.10) 23,564.64 07/31/95 Sales Proceeds 196,805.35 (1,010,909.75) 220,369.99 08/31/95 Interest Earned 13.88 (1,010,895.87) 220,383.87 10/31/95 Dividend Earned 3,931.25 (1,006,964,62) 224,315.12 12/31/95 Assume Earnings = Debt Int. Savings (1,006,964.62) 224,315.12 (Assume Cash Pays Down Debt) (1,006,964.62) 224,315.12 5 Months @ Prime + 1, 7/31 Cash Bal (1,006,964.62) 224,315.12 Interest Received 8,952.25 ( 998,012.09) 233,267.65 01/31/96 Dividend Proceeds 3,931.25 (994,080.84) 237,198.90 (Div Declared 12/31/95) SUBTOTALS: $3,190,857.50 $2,196,776.66 ($994,080.84) $237,198.90
Exhibit B 12/93 Katy Purchase - Impact on Sis As of 2/29/96 Activity Shares Tax $/Share Tax Net Cash Rate Impact Subtotals Above $237,198.90 Tax Benefit on 7/94 Sales Taxes: Net Proceeds $ 716,577.76 Basis at 31,150.00 shares x $26.79 per share = 834,398.86 Loss ( 117,821.10) Tax Benefit at 31.60% 37,231.47 Tax Benefit on 10/95 Sales Net Proceeds $ 196,805.35 Basis at 24,850.00 shares x $26.79 per share = 665,644.03 Loss ( 468,838.68) Tax Benefit at 31.60% 148,153.02 Future Sale of Stock Currently Held Shares: 62,900 Value at $11.10 698,190.00 Taxes: Proceeds at $11.10 per share = 698,190.00 Basis at 62,900.00 shares x $26.79 per share = 1,684,869.61 Loss ( 986,679.61) Tax Benefit at 31.60% 311,790.76 Taxes Owed on Dividends at 42.62% 9/94 Extraordinary 1,248,846.88 (532,258.54) 1995 Normal 24,315.64 (10,363.33) Taxes Owed on Interest Received at 42.62% 1994 1,198.32 ( 510.72) 1995 9,032.71 ( 3,849.74) Tax Benefit from Interest Paid at 42.62% 362,689.72 154,578.36 Debt Owed to CRL (1,593,969.46) Preliminary Loss to Sis ($553,809.29) Tax effect of payment to Sis at 31.60% ( 255,853.41) Total Loss of Sis / Payment from CRL ( 809,662.70)
EXHIBIT RR PUT/CALL AGREEMENT THIS PUT/CALL AGREEMENT (this "Agreement") is dated this 29th day of February, 1996, by and among: The following Lelia Carroll Family Shareholders: Lelia Carroll, an individual resident of the State of Colorado ("LC"); The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her descendants (the "LC 1957 Trust"); The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants (the "LC 1958 Trust"); The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Lelia Carroll (the "LC 1961 Trust"); The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Lelia Carroll (the "LC 1962 Trust"); The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 F/B/O the descendants of Lelia Carroll (the "LC 1978 Trust"); Brooke H. Johnson; SIS Partnership, Ltd., a Colorado partnership ("SIS Partnership"); The following D.H. Carroll Family Shareholders: D.H. Carroll, an individual resident of the State of Illinois ("DHC"); The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O D.H. Carroll and his descendants (the "DHC 1957 Trust"); The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O D.H. Carroll and his descendants (the "DHC 1958 Trust"); The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O D.H. Carroll (the "DHC 1961 Trust"); The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O D.H. Carroll (the "DHC 1962 Trust"); The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 F/B/O the descendants of D.H. Carroll (the "DHC 1978 Trust"); DHC Partnership, L.P., an Illinois Limited Partnership ("DHC Partnership"); Bridget A. Carroll, an individual resident of the State of Illinois ("BAC"); Catharine A. Carroll, an individual resident of the State of Illinois ("CAC"); Mary Patricia H. Carroll ("MPC"); Patrick J. Carroll, III, an individual resident of the State of California ("PJC"); (The Lelia Carroll Family Shareholders and D.H. Carroll Family Shareholders identified above are referred to individually as a "Shareholder" and collectively as the "Shareholders"); and Wallace E. Carroll, Jr., an individual resident of the State of Colorado ("WEC"). R E C I T A L S: A. This Agreement relates to the shares of the common stock (the "Shares") of Katy Industries, Inc., a Delaware corporation (the "Corporation") held by each of the Shareholders as of January 31, 1996 in the amounts identified below: Shareholder Shares The Lelia Carroll Family Shareholders: LC 31,171* LC 1957 Trust 2,151 LC 1958 Trust 56,221 LC 1961 Trust 16,304 LC 1962 Trust 72,101 LC 1978 Trust 5,294 Brooke H. Johnson 1,800 SIS Partnership 19,532 Subtotal 204,574 _______________________ * Includes 28,000 Shares acquired from the LC 1958 Trust. The LC 1958 Trust is entitled to the benefit of the Guarantee Obligation (as defined below) upon ultimate sale of such Shares by LC pursuant to a separate agreement between such parties. The D.H. Carroll Family Shareholders: DHC 7,898 DHC 1957 Trust 2,151 DHC 1958 Trust 372,120 DHC 1961 Trust 16,301 DHC 1962 Trust 72,101 DHC 1978 Trust 8,823 DHC Partnership 21,076 BAC 3,028 CAC 3,028 MPC 1,800 PJC 3,028 Subtotal 511,354 GRAND TOTAL 715,928 B. As of the date of this Agreement, members of the family of Wallace E. Carroll and related entities and trusts for their benefit are reorganizing certain of their various jointly and individually owned assets (the "Reorganization"). C. Pursuant to the Reorganization, the parties anticipate that, among other things, certain of the Shares beneficially owned by the Shareholders may be transferred or sold such that the Shareholders will reduce their beneficial interest in the Corporation's Shares and concurrently WEC may seek to become the beneficial owner of additional shares of the Corporation's outstanding stock. D. In connection with the Reorganization, the parties have agreed to enter into this Agreement which embodies the terms of the assurance by WEC to the Shareholders that they will receive at least $11.10 per Share (the "Guaranty Amount") upon the sale of Shares subject to this Agreement (the "Guaranty Obligation") for each Share transferred or sold by such Shareholder pursuant to the terms of this Agreement. E. The Guaranty Obligation initially arose as a result of informal arrangements among the parties initially discussed in late 1993 and early 1994 and the agreement of the Shareholders to continue to hold the Shares at such time. In connection with the Reorganization, the parties now desire to memorialize such arrangements and agreements. F. As of the date of this Agreement, certain Shares held by the Lelia Carroll Family Shareholders identified in Recital A have been sold in market transactions. The Guarantee Obligation with respect to such Shares shall be subject to the provisions of Section 1(e) below. NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Right of a Transferring Shareholder to Put Shares to WEC. The parties agree that any Shareholder desiring to effect a sale of Shares (a "Transferring Shareholder") to an Unaffiliated Third Party (as defined below) from time to time prior to the termination of this Agreement pursuant to Section 5 shall be entitled to put such Shares to WEC on the following terms and WEC shall be obligated to make the payments to such Transferring Shareholder described below in accordance with this Section 1: (a) Delivery of Put Notice by Transferring Shareholder. At least three (3) business days prior to making any sale of Shares to an Unaffiliated Third Party at a Gross Sales Price (as hereinafter defined) of less than the Guaranty Amount per Share, the Transferring Shareholder shall deliver written notice of intent to sell to WEC (a "Put Notice"). The Put Notice shall identify the proposed method of transfer as either a private transaction (a "Private Sale") or a sale into the market effected on the New York Stock Exchange (a "Market Sale"), the number of Shares to be sold and, in the case of a Private Sale, the proposed or anticipated Gross Sales Price per Share. (b) Procedures for Proposed Market Sale. In the case of a proposed Market Sale, within the three (3) business day period following the delivery of the Put Notice (the "Determination Period") WEC may deliver a notice to the Transferring Shareholder indicating WEC's intent to perform under the Guaranty Obligation by purchasing all or a portion of the Shares at $11.10 per Share (a "Buy Notice"). If WEC does not deliver a Buy Notice within the Determination Period or does not elect to purchase all of such Shares, the Transferring Stockholder shall be free to sell the Shares not covered by a Buy Notice in a Market Sale at any time or times during the thirty (30) day period following the expiration of the Determination Period. (c) Procedures for Proposed Private Sale. In the case of a proposed Private Sale, within the Determination Period WEC may deliver to the Transferring Shareholder either a Buy Notice or a notice stating WEC's objection to the Private Sale (an "Objection"). If WEC does not deliver a Buy Notice or an Objection within the Determination Period or does not elect to purchase all of the Shares, the Transferring Shareholder shall be free to sell the Shares not covered by a Buy Notice or an Objection in the Private Sale on the terms described in the Put Notice at any time during the thirty (30) day period following expiration of the Determination Period. If WEC delivers an Objection within the Determination Period, then the Transferring Shareholder shall not be entitled to sell such Shares in the Private Sale, but instead shall be free to sell such Shares in a Market Sale at any time or times during the thirty (30) day period following expiration of the Determination Period. (d) Payment of Purchase Price by WEC. The purchase and sale of Shares pursuant to any Buy Notice delivered by WEC shall be consummated no later than five (5) business days after the expiration of the Determination Period by payment of immediately available funds against delivery of the certificates evidencing the Shares. (e) Payment of Guaranty Obligation by WEC. Within fifteen (15) business days of the end of any calendar quarter in which a Private Sale or Market Sale by a Transferring Shareholder is consummated in accordance with the provisions described above, the Transferring Shareholder shall deliver written notice to WEC specifying the number of Shares sold during such calendar quarter, the sales date and the Gross Sales Price per Share. In the case of a Private Sale, the Transferring Shareholder shall certify in such written notice that the purchaser was an Unaffiliated Third Party as defined below. Within fifteen (15) business days of receipt of such written notice, WEC shall pay to the Transferring Shareholder, in immediately available funds, the difference between the Guaranty Amount per Share and the Gross Sales Price per Share for all Shares sold during such calendar quarter. Notwithstanding the foregoing, WEC shall have no obligation to make the payment described above with respect to any Shares sold in any Private Sale or Market Sale by a Transferring Shareholder which sale is not made in compliance with the notice and sale requirements in this Section 1. (f) Definitions. "Gross Sales Price" as used in this Agreement shall mean the gross price per share due to the Transferring Shareholder pursuant to a Market Sale or Private Sale prior to payment of any broker's commissions or other expenses. "Unaffiliated Third Party" as used in this Agreement shall mean a person or entity with which the Transferring Shareholder has no family relationship, equity interest, partnership interest or beneficial interest (including as a beneficiary of a trust) and which no member of the family of or person related to such Transferring Shareholder has any direct or indirect equity interest, partnership interest or beneficial interest (including as a beneficiary of a trust). 2. Right of WEC to Call Shares. At any time and from time to time prior to the termination of this Agreement pursuant to Section 6, WEC shall have the right to call any or all of the Shares subject to this Agreement on the following terms and shall be obligated to make the payments to the Shareholders described below in accordance with this Section 2: (a) Delivery of Call Notice by WEC. At any time the trading price of the Corporation's Shares as reported on the New York Stock Exchange is less than $11.10 per share, subject to the terms of this Section 2, WEC may deliver a notice or notices to any Shareholder of intent to perform under the Guaranty Obligation (a "Call Notice"). The Call Notice shall specify that WEC either (i) desires to purchase such Shares from the Shareholder at a price equal to the Guaranty Amount or (ii) desires to perform under the Guaranty Obligation by making a cash payment as described below. The Call Notice shall specify the number of Shares subject to the Call Notice (which may be all or any number of Shares then held by a Shareholder and subject to this Agreement). Notwithstanding the foregoing, any Call Notice delivered by WEC which specifies WEC's desire to perform under the Guaranty Obligation by making a cash payment pursuant to clause (ii) above shall be limited to a number of Shares in the case of each Shareholder which is equal to the number of Shares which could be sold by such Shareholder pursuant to Rule 144(e) under the Securities Exchange Act of 1934, as amended ("Rule 144(e)") during the three month period following delivery of the Call Notice. The determination of the number of Shares which could be sold by a Shareholder under Rule 144(e) shall be stated in the Call Notice delivered by WEC. Any dispute regarding such determination shall be resolved in accordance with Section 5(c) below. Upon such time as a Shareholder ceases to be subject to the volume limitations of Rule 144(e), WEC shall be entitled to deliver a Call Notice specifying WEC's desire to perform under the Guaranty Obligation by making a cash payment with respect to any number of Shares held by such Shareholder then subject to this Agreement. The determination of whether a Shareholder continues to be subject to the volume limitations of Rule 144(e) shall be made in accordance with Section 5(b) below, except that any opinion provided in accordance with Section 5(b) shall be delivered concurrently with the Call Notice. Nothing in this Section 2(a) shall be deemed to limit the number of shares for which WEC may deliver a Call Notice specifying WEC's desire to purchase such Shares pursuant to clause (i) above. (b) Procedures for Purchase of Shares by WEC. Within the three (3) business day period following receipt of the Call Notice which specifies WEC's desire to purchase such Shares, the Shareholder receiving such notice shall have the right to indicate to WEC by delivery of a notice (a "Receipt Notice") whether such Shareholder instead desires to have WEC perform under the Guaranty Obligation by making a cash payment. Failure to deliver a Receipt Notice shall constitute agreement to sell such Shares to WEC, in which event such sale shall be consummated no later than five (5) business days after delivery of the Call Notice. In the event a Receipt Notice is delivered, the procedures for cash payment by WEC to satisfy the Guaranty Obligation in Section 2(c) below shall be followed. (c) Procedures for Cash Payment by WEC to Satisfy Guaranty Obligation. In the case of a Call Notice specifying WEC's desire to perform under the Guaranty Obligation by making a cash payment, within five (5) business days after delivery of the Call Notice WEC shall deliver to such Shareholder cash or immediately available funds in an amount equal to the difference between the Guaranty Amount for such Shares and the average of the closing prices of the Corporation's Shares on the New York Stock Exchange during the five (5) business day period prior to delivery of the Call Notice. In the event a Receipt Notice is delivered pursuant to Section 2(b) above which states that the Shareholder desires to have WEC perform under the Guaranty Obligation by making a cash payment, then within five (5) business days after the delivery of the Receipt Notice, WEC shall have the option to deliver to such Shareholder cash or immediately available funds in an amount equal to the difference between the Guaranty Amount for such Shares and the average of the closing prices of the Corporation's Shares on the New York Stock Exchange during the five (5) business day period prior to delivery of the Call Notice. If WEC exercises such option, the Shares for which the payment described above is made shall no longer be subject to the Guaranty Obligation which shall be deemed satisfied with respect to such Shares. If WEC does not exercise such option then the Shares which are covered by the Receipt Notice shall continue to be subject to the Guaranty Obligation under the provisions of this Agreement. (d) Reconciliation of Call Notice and Put Notice. Notwithstanding the foregoing, WEC shall not be entitled to deliver a Call Notice with respect to any Shares for which a Put Notice has been delivered, until expiration of the thirty (30) day periods described in Section 1(b) and (c) following delivery of a Put Notice. In the event a Put Notice and Call Notice shall be deemed given and delivered on the same date pursuant to Section 9(i) below, the Put Notice shall be deemed to have been given and delivered prior to such Call Notice. 3. Adjustments to Guaranty Amount. In the event of the occurrence of an Adjustment Event (as defined below), the Guaranty Amount shall be adjusted in a manner such that the intent of the parties hereto is preserved. Accordingly, upon the occurrence of an Adjustment Event, the Guaranty Amount per Share shall be the product of (i) the amount that otherwise would have been the Guaranty Amount had the Adjustment Event never occurred, multiplied by (ii) a fraction, the numerator of which is the number of Shares owned by the applicable Shareholder immediately prior to the occurrence of the Adjustment Event, and the denominator of which is the number of Shares owned by the applicable Shareholder immediately after the occurrence of the Adjustment Event. For purposes of this Agreement, an "Adjustment Event" shall mean the occurrence of any of the following events: (a) A stock split or other subdivision of the Corporation's outstanding Shares into a greater number of Shares; (b) A reverse stock split or other combination of the Corporation's outstanding Shares into a smaller number of Shares; (c) A distribution of the Corporation's Shares with respect to outstanding Shares; or (d) Any other event concerning the Shares which does not fall strictly within the foregoing definitions of Adjustment Events but, in the opinion of the Accountants (as defined below), should be treated as an Adjustment Event in order to preserve the essential intent of the parties hereto and the principles hereof. 4. Accountants' Report as to Adjustments to Guaranty Amount. In the case of each Adjustment Event pursuant to Section 3 above, the parties hereto shall request Deloitte & Touche, or such other independent certified public accountants of recognized national standing (who may be the regular accountants of the Corporation) who are mutually acceptable to the Majority Shareholders (as defined below) and WEC (the "Accountants"), to compute promptly such adjustment or readjustment in accordance with the terms of this Agreement and to prepare a report setting forth such adjustment or readjustment, showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based. The parties hereto shall cause the Accountants to mail a copy of each such report to each party hereto. The fees and expenses of such Accountants shall be borne by WEC. 5. Termination of Agreement and Guaranty Obligation; Information Requirements. (a) The parties hereto agree that this Agreement and the Guaranty Obligation of WEC shall automatically and immediately terminate and be of no further force or effect upon the date that no Shares remain subject to Section 1 of this Agreement and all of WEC's payment obligations under Sections 1 and 2 of this Agreement have been satisfied. (b) The Guaranty Obligation of WEC shall also terminate with respect to any Shares held by a Shareholder as of the day immediately following the last day of any calendar quarter during which the closing price per Share as reflected on the NYSE has equaled or exceeded $11.10 for at least ten (10) business days, provided that such Shareholder is not then subject to the volume limitations of Rule 144(e). The determination that a Shareholder is no longer subject to the volume limitations of Rule 144(e) shall be based upon either of the following: (i) a Shareholder's sale of Shares in a Market Sale not in compliance with or in reliance upon Rule 144(e) shall constitute a determination for purposes of this Agreement that the Shareholder is no longer subject to the volume limitations of Rule 144(e) or (ii) delivery of a written opinion of counsel retained by WEC (which counsel is satisfactory to the Company) that it is the opinion of counsel that a particular Shareholder is no longer subject to the volume limitations of Rule 144(e); provided a copy of such opinion is delivered to such Shareholder prior to the commencement of any calendar quarter described in this Section 5(b). Notwithstanding the foregoing, such opinion shall not be utilized by any Shareholder for purposes of making any Market Sale without the prior written consent of WEC and the counsel rendering such opinion. In the event the Shareholder requests such written consent or wishes to utilize such opinion for the purposes of making any Market Sale, the Shareholder (or group of affiliated Shareholders making such request) shall be obligated to pay one-half of all expenses and fees of such counsel for the rendering of such opinion (including the initial opinion delivered to WEC on which any subsequent opinion is based); provided, however, the Shareholder (or group of affiliated Shareholders making such request) shall in no event be required to pay expenses and fees of such counsel in excess of $5,000. The remaining balance of all such expenses shall be borne by WEC. (c) If a Shareholder continues to be subject to the volume limitations of Rule 144(e) and during any calendar quarter the closing price per Share as reflected on the NYSE has equaled or exceeded $11.10 for at least (10) business days, then the Guaranty Obligation shall terminate effective as of the day immediately following the last day of such calendar quarter with respect to the number of Shares that could have been sold by a Shareholder during such calendar quarter in reliance upon Rule 144(e) (less any Shares actually sold during such calendar quarter in a Market Sale). Within ten (10) business days following the end of any such calendar quarter, WEC shall deliver written notice of the number of Shares no longer subject to this Agreement to the holder of such Shares. Any dispute between WEC and such Shareholder regarding such calculation shall be resolved by the determination of independent counsel mutually agreeable to and selected by WEC and such Shareholder with the costs of such counsel being borne one-half by WEC and one-half by such Shareholder. (d) Notwithstanding the fact that a Put Notice may have been delivered prior to the expiration of a calendar quarter, WEC shall have no obligation to make payment of the Guaranty Obligation for any Shares sold by a Shareholder in a Market Sale or Private Sale occurring after the expiration of such calendar quarter if the Guaranty Obligation of WEC with respect to such Shares terminates pursuant to Section 5(b) or (c) above. For purposes of the foregoing sentence, a sale shall be deemed to occur after the expiration of such calendar quarter if the sale order is placed with a broker (i.e., the "trade date") after the expiration of such calendar quarter or, in the case of a Private Sale, the contract closing date occurs after the expiration of such calendar quarter. Notwithstanding the fact that a Call Notice may have been delivered prior to the expiration of a calendar quarter, the parties shall have no obligation to perform under Section 2 after the expiration of such calendar quarter with respect to any Shares to which the Guaranty Obligation has terminated pursuant to Section 5(b) or (c) above unless the period for delivery of a Receipt Notice has expired prior to the expiration of such calendar quarter. (e) For purposes of enabling the parties to make the determinations set forth in this Section 5 and also in Section 2(a) above, each Shareholder agrees to provide sales information (including date, amount, price and method of sale) and aggregate holdings information with respect to all Shares subject to this Agreement within five (5) business days of a written request from WEC. 6. Definitions. As used in this agreement, the term "Majority Shareholders" shall mean Shareholders holding in the aggregate a majority of the Shares subject to the terms of this Agreement at the time of such determination. As used in this agreement, the term "business day" means a day on which the New York Stock Exchange is open for trading and shares of common stock of the Corporation are traded on the New York Stock Exchange. 7. Integration; Amendment. This Agreement constitutes the entire agreement and understanding of the parties hereto concerning the subject matter hereof, and supersedes all prior and contemporaneous negotiations, undertakings and agreements between the parties, whether oral or written, relating to the subject matter hereof. With respect to each party to this Agreement, no representation, inducement, agreement, promise, understanding or waiver altering, modifying, taking from or adding to the terms, provisions or conditions hereof shall have any force or effect unless the same is in writing and duly executed by WEC and such party. Nothing in this Agreement shall be deemed to preclude WEC and any Shareholder from amending, modifying or waiving any of the terms or provisions of this Agreement as it relates to such Shareholder but no such amendment, modification or waiver shall affect any other Shareholder unless such other Shareholder agrees in writing to be bound by such amendment, modification or waiver. 8. Notices. Any notice, request, instruction or other communication to be given and delivered hereunder by any party hereto shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, provided delivery is actually tendered at the appropriate address, addressed to the persons identified below (a) in person, or (b) by courier service, or (c) by facsimile copy (with original copy mailed the same day), or (ii) three (3) days after deposit in the U.S. mail by first class certified mail, postage prepaid, return receipt requested, all addressed as set forth below: To any of the Lelia Carroll Family With a copy to: Shareholders: Lelia Carroll Bruce Ducker, Esq. 180 Franklin Street Ducker Dewey & Seawell, P.C. Denver, CO 80218 One Civic Center Plaza Fax: (303) 777-9100 1560 Broadway, Suite 1500 Denver, CO 80202 Fax: (303) 861-4017 To any of the D.H. Carroll Family With a copy to: Shareholders: D.H. Carroll John P. Corvino, Esq. c/o CRL Industries, Inc. c/o CRL Industries, Inc. 2345 Waukegan Road, Suite S-200 2345 Waukegan Road, Suite S-200 Bannockburn, IL 60015-1528 Bannockburn, IL 60015-1528 Fax: (847) 940-1601 Fax: (847) 940-1601 and Arthur R. Miller, Esq. Holleb & Coff 55 East Monroe Street Suite 4100 Chicago, IL 60603 Fax: (312) 807-3900 To WEC: With a copy to: Wallace E. Carroll, Jr. Jonathan P. Johnson c/o CRL, Inc. CRL, Inc. 6300 S. Syracuse Way, Suite 300 6300 S. Syracuse Way, Suite 300 Englewood, CO 80111 Englewood, CO 80111 Fax: (303) 773-2729 Fax: (303) 773-2729 and Bruce L. Rogers, Esq. Hogan & Hartson L.L.P. One Tabor Center, Suite 1500 1200 Seventeenth Street Denver, CO 80202 Fax: (303) 899-7333 or such other address as any of the foregoing shall designate to the others in conformity with the foregoing. Any notice to any party shall also be given to all other parties to this Agreement. 9. Construction. No provision of this Agreement shall be construed against any party on the ground that such party (or its counsel) drafted the provision or caused it to be drafted. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado excluding, however, as much of said law as relates to conflicts or choice of laws. 11. Waiver; Remedies. No delay on the part of any party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor shall any single or partial exercise of any right, power or privi- lege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law in equity or both. 12. Beneficiaries of Agreement. The rights and obligations contained in this Agreement are hereby declared by the parties hereto to have been provided expressly for the exclusive benefit of such persons and entities (as applicable) as set forth herein, and shall not benefit, and do not benefit, any unrelated third parties. Notwithstanding the foregoing, WEC shall be entitled to assign any or all of his rights or obligations under this Agreement to, or to otherwise utilize for the purpose of purchasing Shares from a Transferring Shareholder pursuant to this Agreement, any corporation or entity controlled by him or any trust for his benefit or the benefit of his descendants; provided, however, that WEC shall remain liable for the failure of such corporation, entity or trust to perform its obligations under this Agreement. Without limiting the foregoing, the benefits of this Agreement shall be deemed to apply to (i) any partner of the SIS Partnership or DHC Partnership receiving Shares subject to this Agreement in a distribution by such partnerships to its partners and (ii) to any subtrusts formed under any of the trusts party to this Agreement. 13. Arbitration. If any dispute arises between the parties hereto under or concerning this Agreement or the terms hereof, which dispute would ordinarily be resolved by an action at law, the parties hereto shall, within five (5) days of the date that such dispute arises, submit such issue to an entity to be mutually agreed upon by the parties involved in such dispute (the "Arbitrator") for arbitration in accordance with the terms of this Section 13. The parties hereto shall attempt in good faith to agree upon an entity to serve as the Arbitrator hereunder within such five (5) day period. In the event that the parties involved in such dispute are not able to agree upon an entity to serve as the Arbitrator as provided above, each of said parties shall select a representative, and all representatives so selected shall collectively appoint the Arbitrator to resolve the issue in dispute. Upon submission of the dispute to arbitration, each party involved in the dispute (or any representative selected by such party) shall present his, her or its argument to the Arbitrator. The arbitration shall otherwise proceed in accordance with the then existing rules of the American Arbitration Association. The decision of the Arbitrator shall be made within thirty (30) days following the close of the hearing and shall be final and binding upon the parties hereto with respect to the dispute. The non-prevailing party shall pay the fees and expenses of the Arbitrator; and the other expenses of the arbitration (including, without limitation, an award of attorneys' fees to the prevailing party) shall be paid as the Arbitrator determines. Each of the parties hereto, for himself, herself or itself, and their respective successors and assigns, as applicable, hereby agrees to the provisions of this Section 13 and waive any right to any claim or cause of action he, she or it may have in connection with an arbitration to be held pursuant to the terms of this Section 13. 14. Assignment. The parties hereto have entered into this Agreement intending to be bound hereby, and this Agreement shall be a binding and enforceable agreement and shall inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns. 15. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement. 16. Headings. The titles of the Sections hereto have been inserted as a matter of convenience of reference only, and shall not control or affect the meaning, interpretation or construction of this Agreement. 17. Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which shall be considered an original but all of which, collectively, shall constitute a single agreement. * * * * IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Agreement to be duly executed as of the date first above written. _____________________________________ Lelia Carroll The Wallace E. Carroll Trust U/A Dated 71/1/57 F/B/O Lelia Carroll and her descendants By Trustees: _____________________________________ Lelia Carroll _____________________________________ Philip E. Johnson _____________________________________ Amelia M. Carroll The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants By Trustees: _____________________________________ Lelia Carroll _____________________________________ Philip E. Johnson _____________________________________ Amelia M. Carroll The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Lelia Carroll By Trustees: _____________________________________ Lelia Carroll _____________________________________ Philip E. Johnson _____________________________________ Jonathan P. Johnson The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Lelia Carroll By Trustees: _____________________________________ Lelia Carroll _____________________________________ Philip E. Johnson _____________________________________ Jonathan P. Johnson The Wallace E. and Lelia H. Carroll Trust U/A Dated 12/15/78 F/B/O the descendants of Lelia Carroll By Trustees: _____________________________________ Philip E. Johnson _____________________________________ Lelia Carroll _____________________________________ Jonathan P. Johnson _____________________________________ Brooke H. Johnson SIS Partnership, Ltd. By: __________________________________ Lelia Carroll, General Partner _____________________________________ D.H. Carroll The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O D.H. Carroll and his descendants By Trustees: _____________________________________ D.H. Carroll _____________________________________ Paul L. Whiting _____________________________________ Arthur R. Miller The Wallace E. and Lelia H Carroll Trust U/A Dated 5/1/58 F/B/O D.H. Carroll and his descendants By Trustees: _____________________________________ D.H. Carroll _____________________________________ Paul L. Whiting _____________________________________ Arthur R. Miller The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O D.H. Carroll By Trustees: _____________________________________ D.H. Carroll _____________________________________ Paul L. Whiting _____________________________________ Arthur R. Miller The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O D.H. Carroll By Trustees: _____________________________________ D.H. Carroll _____________________________________ Paul L. Whiting _____________________________________ Arthur R. Miller The Wallace Carroll Trust U/A Dated 12/15/78 F/B/O the descendants of D.H. Carroll By Trustees: _____________________________________ D.H. Carroll _____________________________________ Paul L. Whiting _____________________________________ Arthur R. Miller DHC Partnership, Ltd. By: __________________________________ D.H. Carroll, General Partner Gage Partnership 1991, Ltd By: __________________________________ Philip E. Johnson, General Partner By: __________________________________ D.H. Carroll, General Partner _____________________________________ Bridget A. Carroll _____________________________________ Catharine A. Carroll _____________________________________ Mary Patricia H. Carroll _____________________________________ Patrick J. Carroll, III _____________________________________ Wallace E. Carroll, Jr. EXHIBIT SS CRL, INC. REDEMPTION AND EXCHANGE AGREEMENT THIS CRL, INC. REDEMPTION AND EXCHANGE AGREEMENT (this "Agreement") is dated as of February 29, 1996, by and among: CRL, Inc., a Delaware corporation ("CRL"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Barry J. Carroll and his descendants (the "BJC 1957 Trust"), The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Barry J. Carroll and his descendants (the "BJC 1958 Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O D. H. Carroll and his descendants (the "DHC 1957 Trust"), The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O D. H. Carroll and his descendants (the "DHC 1958 Trust"), Lelia Carroll, an individual resident of the State of Colorado ("LC"), The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O Lelia Carroll (the "LC 1954 Trust"), The Lelia H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll (the "LC 1955 Trust"), The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her descendants (the "LC 1957 Trust"), The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants (the "LC 1958 Trust"), and The Marital Trust formed under the will of Wallace E. Carroll (the "Marital Trust") (the BJC 1957 Trust, the BJC 1958 Trust, the DHC 1957 Trust, the DHC 1958 Trust, LC, the LC 1954 Trust, the LC 1955 Trust, the LC 1957 Trust, the LC 1958 Trust and the Marital Trust shall hereinafter sometimes be referred to individually as a "Shareholder" and collectively as the "Shareholders"). RECITALS: A. Holden Investments, L.L.C., a limited liability company organized under the laws of the State of Illinois (the "Company"), is authorized to issue membership interests ("Membership Interests") representing full and complete ownership of the Company. B. Pursuant to the Assignment, Assumption and Exchange Agreement, dated as of February 29, 1996, by and among the Company, CRL, LeWa Company, an Illinois corporation ("LeWa"), Telegraph Road Properties, Inc., a Nevada corporation ("Telegraph"), and Oasis Properties, Inc., a Nevada corporation ("Oasis"), CRL, LeWa, Telegraph and Oasis acquired from the Company that percentage of all of the Membership Interests set forth opposite such entity's respective name below: Member Membership Interests CRL 79.920% LeWa 9.007% Telegraph 8.283% Oasis 2.790% C. CRL is authorized to issue sixty thousand (60,000) shares of voting common stock, no par value, of which thirty-five thousand six hundred fifty-nine (35,659) shares are currently issued and outstanding (collectively, the "Shares"). D. Each Shareholder owns that number of Shares set forth opposite such Shareholder's name below: Shareholder Shares The BJC 1957 Trust 1,180.00 The BJC 1958 Trust 3,702.25 The DHC 1957 Trust 1,180.00 The DHC 1958 Trust 3,702.25 LC 11.00 The LC 1954 Trust 3,910.00 The LC 1955 Trust 4,140.00 The LC 1957 Trust 1,180.00 The LC 1958 Trust 3,702.25 The Marital Trust 8.00 E. The Shareholders desire to tender their respective Shares to CRL for redemption, and CRL desires to redeem the Shareholder's respective Shares, in exchange for certain of the Membership Interests currently owned by CRL, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the recitals and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Redemption. Subject to the terms and conditions hereof, the Shareholders hereby tender to CRL for redemption, and CRL hereby redeems, all of the Shareholder's respective Shares. Accordingly, each Shareholder shall, concurrently with his, her or its execution hereof, surrender to CRL all stock certificates representing his, her or its respective Shares, duly endorsed to CRL. 2. Exchange for Membership Interests. In partial consideration of the Shares tendered by the Shareholders for redemption, as provided in Section 1 above, and in exchange therefor, CRL hereby transfers to the Shareholders, and each Shareholder hereby accepts, that percentage of the Membership Interests set forth opposite such Shareholder's respective name below: Shareholder Membership Interests The BJC 1957 Trust 7.330% The BJC 1958 Trust 24.102% The DHC 1957 Trust 4.252% The DHC 1958 Trust 24.102% LC 0.000% The LC 1954 Trust 0.000% The LC 1955 Trust 9.108% The LC 1957 Trust 0.000% The LC 1958 Trust 11.026% The Marital Trust 0.000% The foregoing referenced Membership Interests are fully-paid and non-assessable, and are free and clear of any security interests, mortgages, liens, charges, encumbrances, claims, pledges or rights of any kind or character of any party, or any voting trust arrangements, shareholder or similar agreements, options, contracts or transfer restrictions of any kind, nature or description (collectively, "Liens"). CRL shall cause the Company to properly reflect such transfer of Membership Interests on the Company's books and records. Such Membership Interests shall be subject to the transfer restrictions and other provisions of the Company's Operating Agreement. 3. Exchange for Additional Assets. As additional consideration for the Shares tendered by the Shareholders for redemption, as provided in Section 1 above, and in exchange therefor, CRL hereby transfers to the Shareholders, and each Shareholder hereby accepts, all of the Company's right, title and interest in and to those assets and properties of CRL set forth opposite such Shareholder's respective name on Schedule 1 attached hereto and made a part hereof (collectively, the "Additional Assets"). CRL is transferring the Additional Assets to the respective Shareholders free and clear of any Liens. Except with respect to warranting good title thereto, CRL is transferring the Additional Assets to the respective Shareholders on an "as is, where is" basis, and CRL makes no representation or warranty with respect to the Additional Assets, including, without limitation, with respect to the quality, merchantability or fitness for a particular purpose of any such items. 4. Further Assurances of CRL. From time to time after the date hereof, at a Shareholder's request and without further consideration therefor, CRL shall perform, execute and deliver or cause to be performed, executed and delivered by its successors and assigns and by their respective officers, agents and representatives, all such further acts, deeds, assignments, agreements, transfers and assurances as such Shareholder shall reasonably require to more effectively assign and transfer to the Shareholder, and his, her or its successors and assigns, the respective Membership Interests transferred to such Shareholder pursuant hereto. 5. Shareholders' Title to Shares. Each Shareholder represents and warrants that he, she or it has good title to the number of Shares set forth opposite his, her or its name in Recital D above, and to the stock certificates representing such Shares, free and clear of any Liens. Each Shareholder has the full and legal right, power and authority to sell, assign, transfer and deliver such Shares and such certificates to CRL pursuant to this Agreement, and upon delivery to CRL of the certificates representing the Shares as provided for herein, CRL shall receive absolute title to the Shares and to such certificates free and clear of all Liens. 6. Access by Shareholders. Each Shareholder acknowledges and agrees that he, she or it has had access to (i) all material information regarding CRL and (ii) the officers and directors of CRL, in order to discuss the operations, financial condition and business prospects of CRL. 7. Adjustments in Tax Liability Estimate. The Shareholders understand that CRL will incur substantial tax liability as a result of the transactions contemplated by this Agreement. The parties have entered into the Allocation, Indemnification and Tax Matters Management Agreement dated as of the date hereof for the purpose of allocating such tax liabilities. 8. Arbitration. If any dispute arises between the parties hereto under or concerning this Agreement or the terms hereof, which dispute would ordinarily be resolved by an action at law, the parties hereto shall, within five (5) days of the date that such dispute arises, submit such issue to an entity to be mutually agreed upon by the parties involved in such dispute (the "Arbitrator") for arbitration in accordance with the terms of this Section 8. The parties hereto shall attempt in good faith to agree upon an entity to serve as the Arbitrator hereunder within such five (5) day period. In the event that the parties involved in such dispute are not able to agree upon an entity to serve as the Arbitrator as provided above, each of said parties shall select a representative, and all representatives so selected shall collectively appoint the Arbitrator to resolve the issue in dispute. Upon submission of the dispute to arbitration, each party involved in the dispute (or any representative selected by such party) shall present his, her or its argument to the Arbitrator. The arbitration shall otherwise proceed in accordance with the then existing rules of the American Arbitration Association. The decision of the Arbitrator shall be made within thirty (30) days following the close of the hearing and shall be final and binding upon the parties hereto with respect to the dispute. The non-prevailing party shall pay the fees and expenses of the Arbitrator; and the other expenses of the arbitration (including, without limitation, an award of attorneys' fees to the prevailing party) shall be paid as the Arbitrator determines. Each of the parties hereto, for himself, herself or itself, and their respective successors and assigns, as applicable, hereby agrees to the provisions of this Section 8 and waives any right to any claim or cause of action he, she or it may have in connection with an arbitration to be held pursuant to the terms of this Section 8. 9. Integration; Amendment. This Agreement constitutes the entire agreement and understanding of the parties hereto concerning the subject matter hereof, and supersedes all prior negotiations, undertakings and agreements between the parties, whether oral or written, relating to the subject matter hereof. No representation, inducement, agreement, promise, understanding or waiver altering, modifying, taking from or adding to the terms, provisions or conditions hereof shall have any force or effect unless the same is in writing and duly executed by each of the parties hereto. 10. Notices. Any notice, request, instruction or other communication to be given hereunder by any party hereto shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, provided delivery is actually tendered at the appropriate address, addressed to the persons identified below (a) in person, or (b) by courier service, or (c) by facsimile copy (with original copy mailed the same day), or (ii) three (3) days after deposit in the U.S. mails by first class certified mail, postage prepaid, return receipt requested, all addressed as set forth below: If to CRL, to: CRL, Inc. 6300 South Syracuse Way Suite 300 Englewood, Colorado 80111 Attention: Jonathan Johnson Fax No.: (303) 773-2729 With a copy to: Hogan & Hartson, L.L.P. One Tabor Center Suite 1500 1200 Seventeenth Street Denver, Colorado 80202 Attention: Bruce L. Rogers, Esq. Fax No.: (303) 899-7333 If to LC, the LC 1954 Trust, the LC 1955 Trust, the LC 1957 Trust or the LC 1958 Trust, to: Lelia Carroll 180 Franklin Street Denver, Colorado 80218 Fax No.: (303) 777-9100 With a copy to: Ducker, Seawell & Montgomery, P.C. 1560 Broadway, Suite 1500 Denver, Colorado 80202 Attention: Bruce Ducker, Esq. Fax No.: (303) 861-4070 If to the BJC 1957 Trust or the BJC 1958 Trust, to: Barry J. Carroll c/o Carroll International Corporation 2340 Des Plaines Avenue Suite 303 Des Plaines, Illinois 60018 Fax No.: (847) 299-2080 With a copy to: Aronberg, Goldgehn, Davis & Garmisa One IBM Plaza Suite 3000 Chicago, Illinois 60611 Attention: Young Kim, Esq. Fax No.: (312) 828-9635 If to the DHC 1957 Trust or the DHC 1958 Trust, to: D.H. Carroll c/o CRL Industries, Inc. 2345 Waukegan Road Suite S-200 Bannockburn, Illinois 60015-1528 Attention: John P. Corvino, Esq. Fax No.: (847) 940-1601 With a copy to: Holleb & Coff 55 East Monroe Street Suite 4100 Chicago, Illinois 60603 Attn: Arthur R. Miller, Esq. Fax No.: (312) 807-3900 If to the Marital Trust, to: D.H. Carroll c/o CRL Industries, Inc. 2345 Waukegan Road Suite S-200 Bannockburn, Illinois 60015-1528 Attention: John P. Corvino, Esq. Fax No.: (847) 940-1601 and Barry J. Carroll c/o Carroll International Corporation 2340 Des Plaines Avenue Suite 303 Des Plaines, Illinois 60018 Fax No.: (847) 299-2080 and Lelia H. Carroll 900 North Waukegan Road Lake Forest, Illinois 60045 Telephone No.: (847) 234-0263 and Philip E. Johnson, Esq. Bennington, Johnson, Ruttum & Reeve 370 17th Street, Ste. 2480 Denver, Colorado 80202 Fax No.: (303) 629-5718 With a copy to: Robert V. Hogan, Esq. 969 Waukegan Road Glenview, Illinois 60025 Fax No.: (847) 729-8195 or such other address as any of the foregoing shall designate to the others in conformity with the foregoing. Any notice to any party shall also be given to all other parties to this Agreement. 11. Construction. No provision of this Agreement shall be construed against any party on the ground that such party (or its counsel) drafted the provision or caused it to be drafted. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois excluding, however, as much of said law as relates to conflicts or choice of laws. All actions arising directly or indirectly as a result or in consequence of this Agreement shall be instituted and litigated only in courts having situs in the State of Illinois, County of Cook, and each of the parties and signatories hereto hereby consents to the jurisdiction of any local, State or Federal court located and having its situs in said county and State. Further, each of the parties and signatories hereto irrevocably waives the right to a trial by jury with respect to any legal proceeding in which any of them are adverse parties. 13. Waiver; Remedies. No delay on the part of any party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor shall any single or partial exercise of any right, power or privi- lege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law in equity or both. 14. Beneficiaries of Agreement. The rights and obligations contained in this Agreement are hereby declared by the parties hereto to have been provided expressly for the exclusive benefit of such persons and entities (as applicable) as set forth herein, and shall not benefit, and do not benefit, any unrelated third parties. 15. Assignment. The parties hereto have entered into this Agreement intending to be bound hereby, and this Agreement shall be a binding and enforceable agreement and shall inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns. 16. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement. 17. Headings. The titles of the Sections hereto have been inserted as a matter of convenience of reference only, and shall not control or affect the meaning, interpretation or construction of this Agreement. 18. Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which shall be considered an original but all of which, collectively, shall con- stitute a single agreement. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have caused this CRL, Inc. Redemption and Exchange Agreement to be duly executed as of the date first above written. CRL, INC. By: ______________________________ Its: _____________________________ The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Barry J. Carroll and his descendants By: ______________________________ Its: _____________________________ The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Barry J. Carroll and his descendants By: ______________________________ Its: _____________________________ The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O D. H. Carroll and his descendants By: ______________________________ Its: _____________________________ The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O D. H. Carroll and his descendants By: ______________________________ Its: _____________________________ [Signature Pages Continue] __________________________________ Lelia Carroll The Wallace E. Carroll Trust U/A Dated 2/1/54 F/B/O Lelia Carroll By: ______________________________ Its: _____________________________ The Lelia H. Carroll Trust U/A Dated 3/1/55 F/B/O Lelia Carroll By: ______________________________ Its: _____________________________ The Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Lelia Carroll and her descendants By: ______________________________ Its: _____________________________ The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Lelia Carroll and her descendants By: ______________________________ Its: _____________________________ The Marital Trust formed under the will of Wallace E. Carroll By: ______________________________ Its: _____________________________
Schedule 1 CRL, Inc. Additional Assets Asset Value The Wallace E. Carroll Trust U/A dated 7/1/57 F/B/O Barry J. Carroll Account Receivable - B.J. Carroll (Katy going-private costs) $ 6,122 Account Receivable - Carroll International Co. 121,838 The Wallace E. Carroll Trust U/A dated 7/1/57 F/B/O Denis H. Carroll Common stock of OEA, Inc. ( 40,023.00 Shares) 1,034,995 Account Receivable - D.H. Carroll (Katy going-private costs) 4,949 Account Receivable - CRL Industries, Inc. 86,667 Account Receivable - LeWa Company 119,878 The Wallace E. and Lelia H. Carroll U/A dated 5/1/58 F/B/O Denis H. Carroll Common stock of OEA, Inc. ( 0.00 Shares) 0 Account Receivable - D.H. Carroll (Katy going-private costs) 0 Account Receivable - CRL Industries, Inc. 0 Account Receivable - LeWa Company 0 Lelia Carroll Common stock of OEA, Inc. ( 1,007.00 Shares) 26,041 The Wallace E. Carroll Trust U/A dated 2/1/54 F/B/O Lelia Carroll B" Preferred Stock of LeWa Company ( 250,914.00 Shares) 1,828,762 Common stock of OEA, Inc. ( 229,943.00 Shares) 5,946,326 Account Receivable - Sis Carroll (Katy going-private costs) 11,482 Note Receivable - Sis Carroll 1,454,279 Property, Plant & Equipment - 1993 Ford Explorer 13,893 The Lelia H. Carroll Trust U/A dated 3/1/55 F/B/O Lelia Carroll B" Preferred Stock of LeWa Company 0 Common stock of OEA, Inc. ( 250,914.00 Shares) 6,488,636 Account Receivable - Sis Carroll (Katy going-private costs) 0 Note Receivable - Sis Carroll 0 Property, Plant & Equipment - 1993 Ford Explorer 0 Due to Sis Carroll for Purchases of Katy Stock 0 The Wallace E. Carroll Trust U/A dated 7/1/57 F/B/O Lelia Carroll Common stock of OEA, Inc. ( 108,011.00 Shares) 2,793,164 The Wallace E. and Lelia H. Carroll U/A dated 5/1/58 F/B/O Lelia Carroll Common stock of OEA, Inc. ( 183,856.00 Shares) 4,754,516 The Marital Trust Established U/W of Wallace E. Carroll Cash 18,936
EXHIBIT TT LEWA COMPANY REDEMPTION AND EXCHANGE AGREEMENT THIS LEWA COMPANY REDEMPTION AND EXCHANGE AGREEMENT (this "Agreement") is dated as of February 29, 1996, by and among: LeWa Company, an Illinois corporation ("LeWa"), Lelia Carroll, an individual resident of the State of Colorado ("LC"), The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Lelia Carroll (the "LC 1962 Trust"), Wallace E. Carroll, Jr., an individual resident of the State of Colorado ("WEC"), The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. (the "WEC 1962 Trust"), Barry J. Carroll, an individual resident of the State of Illinois ("BJC"), The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Barry J. Carroll (the "BJC 1962 Trust"), (LC, the LC 1962 Trust, WEC, the WEC 1962 Trust, BJC, and the BJC 1962 Trust shall hereinafter sometimes be referred to individually as a "Shareholder" and collectively as the "Shareholders"). RECITALS: A. Holden Investments, L.L.C., a limited liability company organized under the laws of the State of Illinois (the "Company"), is authorized to issue membership interests ("Membership Interests") representing full and complete ownership of the Company. B. Pursuant to the Assignment, Assumption and Exchange Agreement, dated as of February 29, 1996, by and among the Company, LeWa, CRL, Inc., a Delaware corporation ("CRL"), Telegraph Road Properties, Inc., a Nevada corporation ("Telegraph"), and Oasis Properties, Inc., a Nevada corporation ("Oasis"), LeWa, CRL, Telegraph and Oasis acquired from the Company that percentage of all of the Membership Interests set forth opposite such entity's respective name below: Member Membership Interests CRL 79.920% LeWa 9.007% Telegraph 8.283% Oasis 2.790% C. LeWa is authorized to issue nine thousand five hundred (9,500) shares of voting common stock, no par value, of which all nine thousand five hundred (9,500) shares are currently issued and outstanding (collectively, the "Common Shares"). D. LeWa is authorized to issue eight thousand (8000) shares of Series A preferred stock, $100 par value, of which eight hundred (800) shares are currently issued and outstanding (collectively, the "Preferred A Shares"). E. LeWa is authorized to issue eighty thousand (80,000) shares of Series B preferred stock, no par value, of which eighty thousand (80,000) shares are currently issued and outstanding (collectively, the "Preferred B Shares"). (the Common Shares, the Preferred A Shares and the Preferred B Shares shall sometimes be referred to herein collectively as the "Shares"). F. Each Shareholder owns that number of Shares set forth opposite such Shareholder's name below: Common Preferred Preferred Shareholder Shares A Shares B Shares LC 1,750 62.5 21,564 The LC 1962 Trust 625 62.5 5,192 WEC 1,750 62.5 8,499 The WEC 1962 Trust 625 62.5 0 BJC 1,750 62.5 20,334 The BJC 1962 Trust 625 62.5 4,692 G. The Shareholders desire to tender their respective Shares to LeWa for redemption, and LeWa desires to redeem the Shareholder's respective Shares, in exchange for certain of the Membership Interests currently owned by LeWa, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the recitals and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Redemption. Subject to the terms and conditions hereof, the Shareholders hereby tender to LeWa for redemption, and LeWa hereby redeems, all of the Shareholders' respective Shares. Accordingly, each Shareholder shall, concurrently with his, her or its execution hereof, surrender to LeWa all stock certificates representing his, her or its respective Shares, duly endorsed to LeWa. 2. Exchange for Membership Interests. In partial consideration of the Shares tendered for redemption by LC and the LC 1962 Trust, as provided in Section 1 above, and in exchange therefor, LeWa hereby transfers to each such Shareholder listed below, and each such Shareholder hereby accepts, that percentage of all of the Membership Interests set forth opposite such Shareholder's respective name below: Shareholder Membership Interests LC 6.271% The LC 1962 Trust 2.736% The foregoing referenced Membership Interests are fully-paid and non-assessable, and are free and clear of any security interests, mortgages, liens, charges, encumbrances, claims, pledges or rights of any kind or character of any party, or any voting trust arrangements, shareholder or similar agreements, options, contracts or transfer restrictions of any kind, nature or description (collectively, "Liens"). LeWa shall cause the Company to properly reflect such transfer of Membership Interests on the Company's books and records. Such Membership Interests shall be subject to the transfer restrictions and other provisions of the Company Operating Agreement. 3. Exchange for Additional Assets. As consideration for the Shares tendered by the Shareholders for redemption, as provided in Section 1 above, and in exchange therefor, LeWa hereby transfers to the Shareholders, and each Shareholder hereby accepts, all of LeWa's right, title and interest in and to those assets and properties of LeWa set forth opposite such Shareholder's respective name on Schedule 1 attached hereto and made a part hereof (collectively, the "Additional Assets"). LeWa is transferring the Additional Assets to the respective Shareholders free and clear of any Liens. Except with respect to warranting good title thereto, LeWa is transferring the Additional Assets to the respective Shareholders on an "as is, where is" basis, and LeWa makes no representation or warranty with respect to the Additional Assets, including, without limitation, with respect to the quality, merchantability or fitness for a particular purpose of any such items. 4. Further Assurances of LeWa. From time to time after the date hereof, at a Shareholder's request and without further consideration therefor, LeWa shall perform, execute and deliver or cause to be performed, executed and delivered by its successors and assigns and their respective officers, representatives and agents, all such further acts, deeds, assignments, agreements, transfers and assurances as such Shareholder shall reasonably require to more effectively assign and transfer to the Shareholder, and his, her or its successors and assigns, the respective Membership Interests transferred to such Shareholder pursuant hereto. 5. Shareholders' Title to Shares. Each Shareholder represents and warrants that he, she or it has good title to the number of Shares set forth opposite his, her or its name in Recital F above, and to the stock certificates representing such Shares, free and clear of any Liens. Each Shareholder has the full and legal right, power and authority to sell, assign, transfer and deliver such Shares and such certificates to LeWa pursuant to this Agreement, and upon delivery to LeWa of the certificates representing the Shares as provided for herein, LeWa shall receive absolute title to the Shares and to such certificates free and clear of all Liens. 6. Access by Shareholder. Each Shareholder acknowledges and agrees that he, she or it has had access to (i) all material information regarding LeWa and (ii) the officers and directors of LeWa, in order to discuss the operations, financial condition and business prospects of LeWa. 7. Adjustments in Tax Liability Estimate. The Shareholders understand that LeWa will incur substantial tax liability as a result of the transactions contemplated by this Agreement. The parties have entered into the Allocation, Indemnification and Tax Matters Management Agreement dated as of the date hereof for the purpose of allocating such tax liabilities. 8. Arbitration. If any dispute arises between the parties hereto under or concerning this Agreement or the terms hereof, which dispute would ordinarily be resolved by an action at law, the parties hereto shall, within five (5) days of the date that such dispute arises, submit such issue to an entity to be mutually agreed upon by the parties involved in such dispute (the "Arbitrator") for arbitration in accordance with the terms of this Section 8. The parties hereto shall attempt in good faith to agree upon an entity to serve as the Arbitrator hereunder within such five (5) day period. In the event that the parties involved in such dispute are not able to agree upon an entity to serve as the Arbitrator as provided above, each of said parties shall select a representative, and all representatives so selected shall collectively appoint the Arbitrator to resolve the issue in dispute. Upon submission of the dispute to arbitration, each party involved in the dispute (or any representative selected by such party) shall present his, her or its argument to the Arbitrator. The arbitration shall otherwise proceed in accordance with the then existing rules of the American Arbitration Association. The decision of the Arbitrator shall be made within thirty (30) days following the close of the hearing and shall be final and binding upon the parties hereto with respect to the dispute. The non-prevailing party shall pay the fees and expenses of the Arbitrator; and the other expenses of the arbitration (including, without limitation, an award of attorneys' fees to the prevailing party) shall be paid as the Arbitrator determines. Each of the parties hereto, for himself, herself or itself, and their respective successors and assigns, as applicable, hereby agrees to the provisions of this Section 8 and waives any right to any claim or cause of action he, she or it may have in connection with an arbitration to be held pursuant to the terms of this Section 8. 9. Integration; Amendment. This Agreement constitutes the entire agreement and understanding of the parties hereto concerning the subject matter hereof, and supersedes all prior negotiations, undertakings and agreements between the parties, whether oral or written, relating to the subject matter hereof. No representation, inducement, agreement, promise, understanding or waiver altering, modifying, taking from or adding to the terms, provisions or conditions hereof shall have any force or effect unless the same is in writing and duly executed by each of the parties hereto. 10. Notices. Any notice, request, instruction or other communication to be given hereunder by any party hereto shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, provided delivery is actually tendered at the appropriate address, addressed to the persons identified below (a) in person, or (b) by courier service, or (c) by facsimile copy (with original copy mailed the same day), or (ii) three (3) days after deposit in the U.S. mails by first class certified mail, postage prepaid, return receipt requested, all addressed as set forth below: If to LeWa, to: LeWa Company 2345 Waukegan Road Suite S-200 Bannockburn, Illinois 60015-1528 Attention: John P. Corvino, Esq. Fax No.: (847) 940-1601 With a copy to: Holleb & Coff 55 East Monroe Street Suite 4100 Chicago, Illinois 60603 Attn: Arthur R. Miller, Esq. Fax No.: (312) 807-3900 If to LC or the LC 1962 Trust, to: Lelia Carroll 180 Franklin Street Denver, Colorado 80218 Fax No.: (303) 777-9100 With a copy to: Ducker, Seawell & Montgomery, P.C. 1560 Broadway, Suite 1500 Denver, Colorado 80202 Attention: Bruce Ducker, Esq. Fax No.: (303) 861-4070 If to BJC or the BJC 1962 Trust, to: Barry J. Carroll c/o Carroll International Corporation 2340 Des Plaines Avenue Suite 303 Des Plaines, Illinois 60018 Fax No.: (847) 299-2080 With a copy to: Aronberg, Goldgehn, Davis & Garmisa One IBM Plaza Suite 3000 Chicago, Illinois 60611 Attention: Young Kim, Esq. Fax No.: (312) 828-9635 If to WEC or the WEC 1962 Trust, to: Wallace E. Carroll, Jr. c/o CRL, Inc. 6300 South Syracuse Way Suite 300 Englewood, Colorado 80111 Fax No.: (303) 290-9344 With a copy to: Hogan & Hartson L.L.P. One Tabor Center Suite 1500 1200 Seventeenth Street Denver, Colorado 80202 Attention: Bruce L. Rogers, Esq. Fax No.: (303) 899-7333 or such other address as any of the foregoing shall designate to the others in conformity with the foregoing. Any notice to any party shall also be given to all other parties to this Agreement. 11. Construction. No provision of this Agreement shall be construed against any party on the ground that such party (or its counsel) drafted the provision or caused it to be drafted. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois excluding, however, as much of said law as relates to conflicts or choice of laws. All actions arising directly or indirectly as a result or in consequence of this Agreement shall be instituted and litigated only in courts having situs in the State of Illinois, County of Cook, and each of the parties and signatories hereto hereby consents to the jurisdiction of any local, State or Federal court located and having its situs in said county and State. Further, each of the parties and signatories hereto irrevocably waives the right to a trial by jury with respect to any legal proceeding in which any of them are adverse parties. 13. Waiver; Remedies. No delay on the part of any party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor shall any single or partial exercise of any right, power or privi- lege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law in equity or both. 14. Beneficiaries of Agreement. The rights and obligations contained in this Agreement are hereby declared by the parties hereto to have been provided expressly for the exclusive benefit of such persons and entities (as applicable) as set forth herein, and shall not benefit, and do not benefit, any unrelated third parties. 15. Assignment. The parties hereto have entered into this Agreement intending to be bound hereby, and this Agreement shall be a binding and enforceable agreement and shall inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns. 16. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement. 17. Headings. The titles of the Sections hereto have been inserted as a matter of convenience of reference only, and shall not control or affect the meaning, interpretation or construction of this Agreement. 18. Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which shall be considered an original but all of which, collectively, shall con- stitute a single agreement. [Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have caused this LeWa Company Redemption and Exchange Agreement to be duly executed as of the date first above written. LEWA COMPANY By: ______________________________ Its: _____________________________ __________________________________ Lelia Carroll __________________________________ Wallace E. Carroll, Jr. __________________________________ Barry J. Carroll The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Lelia Carroll By: ______________________________ Its: _____________________________ The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. By: ______________________________ Its: _____________________________ The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Barry J. Carroll By: ______________________________ Its: _____________________________
Schedule 1 - Page 1 LeWa Company Additional Assets and Liabilities Asset Value "A" Preferred Stock Barry J. Carroll Cash $6,563 The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Barry J. Carroll Cash 6,563 Lelia Carroll Cash 6,563 The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Lelia Carroll Cash 6,563 Wallace E. Carroll, Jr. Cash 6,563 The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Wallace E. Carroll, Jr. Cash 6,563 American Gage and Machine Cash 31,500 "A" Preferred Notes Barry J. Carroll Cash $21,796 The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Barry J. Carroll Cash 24,896 Lelia Carroll Cash 21,704 The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Lelia Carroll Cash 24,896 Wallace E. Carroll, Jr. Cash 21,802 The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Wallace E. Carroll, Jr. Cash 24,896 American Gage and Machine Cash 119,500 "B" Preferred Stock Barry Carroll Cash $1,955,200 Barbara Carroll Cash 78,200 Megan Elizabeth (Carroll) Shea Cash 24,600 Barry J. Carroll as Custodian for Megan Elizabeth (Carroll) Shea Cash 69,300 Sean Pehrson Carroll Cash 24,600 Barry J. Carroll as Custodian for Sean Pehrson Carroll Cash 69,300 Barry J. Carroll as Custodian for Deidre Holden Carroll Cash 93,800 Barry J. Carroll as Custodian for Colleen Patricia Carroll Cash 93,800 Barry J. Carroll as Custodian for Kelly Oona Carroll Cash 93,800 Lelia Carroll Cash 2,156,400 Philip E. Johnson as Custodian for Brooke Holden Johnson Cash 129,800 Philip E. Johnson as Custodian for Brandon Carroll Johnson Cash 129,800 Philip E. Johnson as Custodian for Dara McDowell Johnson Cash 129,800 Philip E. Johnson as Custodian for Bryce Carroll Johnson Cash 129,800 Wallace E. Carroll, Jr. Cash 849,900 Philip E. Johnson Cash 156,400 CRL, Inc. Cash 1,713,800 Common Stock Barry J. Carroll Stone Bridge No. 1 $3,190,000 Cash (404,921) The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Barry J. Carroll Accounts Receivable - Trusts 1,095,271 Cash (100,600) Lelia Carroll Oak Bluffs, Martha's Vineyard, MA Residences 505,000 The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Lelia Carroll No assets or liabilities 0 Wallace E. Carroll, Jr. Common stock of Katy Industries, Inc. ( 303,873.00 Shares) 3,372,990 Property, Plant & Equipment - Office Equipment 26,957 Accured Payroll Expenses (25,700) Account Payable - CRL, Inc. (121,556) Cash (467,612) The Lelia H. Carroll Trust U/A dated 7/12/62 F/B/O Wallace E. Carroll, Jr. Common stock of Katy Industries, Inc. (108,559.00 Shares) 1,205,005 Cash (210,334)
EXHIBIT UU PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into February 29, 1996, by and between CRL, INC., a Delaware corporation ("Buyer"), and LEWA COMPANY, an Illinois corporation ("Seller"). RECITALS: A. Seller owns a nineteen thousand two hundred seventy-nine (19,279) shares (the "Shares") of common stock of Katy Industries, Inc., a Delaware corporation ("Katy"). B. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of Seller's right, title and interest in and to the Shares, on the terms and conditions contained in this Agreement. NOW, THEREFORE, Seller and Buyer, in consideration of the mutual covenants and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows: ARTICLE I PURCHASE AND SALE Subject to the terms and conditions set forth herein, and in reliance on the representations and warranties contained herein, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, all of Seller's right, title and interest in and to the Shares. ARTICLE II PURCHASE PRICE; THE CLOSING 2.1 Purchase Price. The purchase price (the "Purchase Price") to be paid by Buyer to Seller for all of the Shares shall be Two Hundred Thirteen Thousand Nine Hundred Ninety-Seven Dollars ($213,997). 2.2 Closing and Closing Date. The transaction contemplated hereby shall be consummated and closed at the offices of Holleb & Coff, on February 29, 1996, at 10:00 a.m., or at such other time or location as may be mutually agreed to by the parties hereto (the "Closing"). The actual date on which the Closing occurs is the "Closing Date". 2.3 Seller's Obligations at Closing. At the Closing, Seller shall deliver to Buyer the following: (a) Certificates representing the Shares, duly endorsed for transfer to Buyer or with appropriately executed stock powers, in form sufficient for Buyer to cause such Shares to be registered in Buyer's name on the books and stock transfer records of the Company. (b) Any other items required to be delivered by Seller under the terms and provisions of this Agreement. 2.4 Buyer's Obligations at Closing. At the Closing, Buyer shall deliver to Seller the following: (a) The Purchase Price by wire transfer of immediately available federal funds; and (b) Any other items to be delivered by Buyer under the terms and provisions of this Agreement. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Buyer as follows: 3.1 Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of Illinois. Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to enter into this Agreement and to carry out the transactions contemplated herein. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. 3.2 Seller's Ownership. Seller owns and has, and at the Closing shall transfer to Buyer, good, marketable and indefeasible title to the Shares free and clear of all liens, claims and encumbrances. Each of the foregoing representations and warranties shall be deemed remade by Seller to Buyer on the Closing Date. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows: 4.1 Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and to enter into this Agreement and to carry out the transactions contemplated herein. The execution, delivery and performance of this Agreement by Buyer has been duly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. The foregoing representation and warranty shall be deemed remade by Buyer to Seller on the Closing Date. ARTICLE V INDEMNIFICATION 5.1 Indemnity Obligation of Seller. Seller shall indemnify, defend and hold Buyer harmless against and in respect of all claims, demands, losses and expenses, including interest, penalties and reasonable attorneys' fees and expenses, which arise, result from or relate to any inaccuracy, misrepresentation, breach or failure by Seller to perform any of its representations, warranties, covenants or agreements under or pursuant to this Agreement. 5.2 Indemnity Obligation of Buyer. Buyer shall indemnify, defend and hold Seller harmless against and in respect of all claims, demands, losses and expenses, including interest, penalties and reasonable attorneys' fees and expenses, which arise, result from or relate to any inaccuracy, misrepresentation, breach or failure by Buyer to perform any of its representations, warranties, covenants or agreements under or pursuant to this Agreement. ARTICLE VI MISCELLANEOUS 6.1 Further Assurances. From time to time after the Closing, at either party's request and without further consideration therefor, the other party shall perform, execute and deliver all such further acts, assignments and assurances as may reasonably be required for the more effective assigning, granting and selling of the Shares transferred or to be transferred pursuant to this Agreement, and as may be appropriate to carry out the transactions contemplated hereby. 6.2 Survival of Representations. All representations, warranties, covenants and agreements hereunder shall survive the Closing. 6.3 Arbitration. If any dispute arises between the parties hereto under or concerning this Agreement or the terms hereof, which dispute would ordinarily be resolved by an action at law, the parties hereto shall, within five (5) days of the date that such dispute arises, submit such issue to an entity to be mutually agreed upon by the parties involved in such dispute (the "Arbitrator") for arbitration in accordance with the terms of this Section 6.3. The parties hereto shall attempt in good faith to agree upon an entity to serve as the Arbitrator hereunder within such five (5) day period. In the event that the parties involved in such dispute are not able to agree upon an entity to serve as the Arbitrator as provided above, each of said parties shall select a representative, and all representatives so selected shall collectively appoint the Arbitrator to resolve the issue in dispute. Upon submission of the dispute to arbitration, each party involved in the dispute (or any representative selected by such party) shall present its argument to the Arbitrator. The arbitration shall otherwise proceed in accordance with the then existing rules of the American Arbitration Association. The decision of the Arbitrator shall be made within thirty (30) days following the close of the hearing and shall be final and binding upon the parties hereto with respect to the dispute. The non-prevailing party shall pay the fees and expenses of the Arbitrator; and the other expenses of the arbitration (including, without limitation, an award of attorneys' fees to the prevailing party) shall be paid as the Arbitrator determines. Each of the parties hereto, for itself, and its respective successors and assigns, as applicable, hereby agrees to the provisions of this Section 6.3 and waives any right to any claim or cause of action it may have in connection with an arbitration to be held pursuant to the terms of this Section 6.3. 6.4 Integration; Amendment. This Agreement constitutes the entire agreement and understanding of the parties hereto concerning the subject matter hereof, and supersedes all prior negotiations, undertakings and agreements between the parties, whether oral or written, relating to the subject matter hereof. No representation, inducement, agreement, promise, understanding or waiver altering, modifying, taking from or adding to the terms, provisions or conditions hereof shall have any force or effect unless the same is in writing and duly executed by each of the parties hereto. 6.5 Notices. Any notice, request, instruction or other communication to be given hereunder by any party hereto shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, provided delivery is actually tendered at the appropriate address, addressed to the persons identified below (a) in person, or (b) by courier service, or (c) by facsimile copy (with original copy mailed the same day), or (ii) three (3) days after deposit in the U.S. mails by first class certified mail, postage prepaid, return receipt requested, all addressed as set forth below: If to Seller, to: LeWa Company 2345 Waukegan Road Suite S-200 Bannockburn, Illinois 60015-1528 Attention: John P. Corvino, Esq. Fax No.: (847) 940-1601 With a copy to: Holleb & Coff 55 East Monroe Street Suite 4100 Chicago, Illinois 60603 Attn: Arthur R. Miller, Esq. Fax No.: (312) 807-3900 If to Buyer, to: CRL, Inc. 6300 South Syracuse Way Suite 300 Englewood, Colorado 80111 Attention: Jonathan Johnson Fax No.: (303) 773-2729 With a copy to: Hogan & Hartson L.L.P. One Tabor Center Suite 1500 1200 Seventeenth Street Denver, Colorado 80202 Attention: Bruce L. Rogers, Esq. Fax No.: (303) 899-7333 or such other address as any of the foregoing shall designate to the others in conformity with the foregoing. Any notice to any party shall also be given to all other parties to this Agreement. 6.6 Construction. No provision of this Agreement shall be construed against any party on the ground that such party (or its counsel) drafted the provision or caused it to be drafted. 6.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois excluding, however, as much of said law as relates to conflicts or choice of laws. All actions arising directly or indirectly as a result or in consequence of this Agreement shall be instituted and litigated only in courts having situs in the State of Illinois, County of Cook, and each of the parties and signatories hereto hereby consents to the jurisdiction of any local, State or Federal court located and having its situs in said county and State. Further, each of the parties and signatories hereto irrevocably waives the right to a trial by jury with respect to any legal proceeding in which any of them are adverse parties. 6.8 Waiver; Remedies. No delay on the part of any party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any waiver of any right, power or privilege operate as a waiver of any other right, power or privilege, nor shall any single or partial exercise of any right, power or privi- lege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that the parties otherwise may have at law in equity or both. 6.9 Beneficiaries of Agreement. The rights and obligations contained in this Agreement are hereby declared by the parties hereto to have been provided expressly for the exclusive benefit of such persons and entities (as applicable) as set forth herein, and shall not benefit, and do not benefit, any unrelated third parties. 6.10 Assignment. The parties hereto have entered into this Agreement intending to be bound hereby, and this Agreement shall be a binding and enforceable agreement and shall inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns. 6.11 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, notwithstanding anything contained in this Agreement to the contrary, if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement. 6.12 Headings. The titles of the Sections hereto have been inserted as a matter of convenience of reference only, and shall not control or affect the meaning, interpretation or construction of this Agreement. 6.13 Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which shall be considered an original but all of which, collectively, shall constitute a single agreement. IN WITNESS WHEREOF, the parties have made and delivered this Agreement as of the date first above written. SELLER: BUYER: LEWA COMPANY CRL, INC. By: ___________________________ By:_______________________________ Name:______________________ Name:____________________________ Title:_____________________ Title:___________________________ EXHIBIT VV CONFORMED COPY JOINT 13D FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D originally dated January 15, 1992, as amended, relating to the common stock of Katy Industries, Inc. (the "Schedule 13D") is filed on behalf of each of the undersigned. Furthermore, each of the undersigned severally represent that: (i) Each is eligible to use the schedule on which the information is filed; (ii) Each is responsible for the timely filing of the Schedule 13D and for the completeness and accuracy of the information concerning such person or entity contained therein; each such person or entity is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Furthermore, each of the undersigned do hereby make, constitute and appoint Jonathan P. Johnson their true and lawful attorneys-in-fact and do hereby authorize any one of them to file any amendments to the Schedule 13D. This Agreement may be executed in one or more counterparts by each of the undersigned, and each of which, taken together, shall constitute but one and the same instrument. Dated: February 29, 1996 WALLACE E. CARROLL TRUST U/A Dated July 1, 1957 F/B/O Wallace E. Carroll, Jr. and his descendants By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr. Trustee WALLACE E CARROLL TRUST U/A Dated May 1, 1958 F/B/O Wallace E. Carroll, Jr. and his descendants By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr. Trustee WALLACE E CARROLL TRUST U/A Dated January 20, 1961 F/B/O Wallace E. Carroll, Jr. and his descendants By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr. Trustee LELIA H. CARROLL TRUST U/A Dated July 12, 1962 F/B/O Wallace E. Carroll, Jr. and his descendants By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr. Trustee SUBTRUSTS UNDER THE WALLACE E AND LELIA H. CARROLL TRUST U/A Dated December 15, 1978 F/B/O Wallace E. Carroll, Jr. and his descendants By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr. Trustee THE WALLACE FOUNDATION By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr. Administrator SUBTRUSTS UNDER THE WALLACE E CARROLL, JR. TRUST #1 U/A Dated December 30, 1976 By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr. Trustee SUBTRUSTS UNDER THE WALLACE E CARROLL, JR. TRUST #2 U/A Dated December 30, 1976 By: /s/ Wallace E. Carroll, Jr. Wallace E. Carroll, Jr. Trustee WALLACE E. CARROLL, JR. AMELIA M. CARROLL CRL, INC. By: /s/ Jonathan P. Johnson Jonathan P. Johnson, President -----END PRIVACY-ENHANCED MESSAGE-----