-----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, MlGiYckE511igKn6U43LsBbAfCY38QGd4+vZPm7F7AC6UeMFskeVPV9IeKjdpV7E yCumQGt/CFogoUkin/62rg== 0000912057-01-520413.txt : 20010620 0000912057-01-520413.hdr.sgml : 20010620 ACCESSION NUMBER: 0000912057-01-520413 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010619 GROUP MEMBERS: AMELIA M CARROLL GROUP MEMBERS: CARROLL WALLACE E FAMILY GROUP MEMBERS: CRL, INC GROUP MEMBERS: SUBTRUSTS THE WALLACE E. CARROLL TRUST 12-20-79 GROUP MEMBERS: THE LELIA H. CARROLL TRUST 7-12-62 GROUP MEMBERS: THE WALLACE E. & LELIA H. CARROLL TRUST 5-1-58 GROUP MEMBERS: THE WALLACE E. CARROLL TRUST 1-20-61 GROUP MEMBERS: THE WALLACE E. CARROLL TRUST 7-1-57 GROUP MEMBERS: THE WALLACE FOUNDATION 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/A SEC ACT: SEC FILE NUMBER: 005-31211 FILM NUMBER: 1663516 BUSINESS ADDRESS: STREET 1: 6300 S SYRACUSE WAY STE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111-6723 BUSINESS PHONE: 3032909300 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/A BUSINESS ADDRESS: STREET 1: C/O CRL INC STREET 2: 6300 S. SYRACUSE WAY STE 300 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3034860017 MAIL ADDRESS: STREET 1: 6300 S SYRACUSE WAY #300 STREET 2: C/O CRL INC CITY: ENGLEWOOD STATE: CO ZIP: 80111 SC 13D/A 1 a2052285zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 25) (1) 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 President CRL, Inc. 6300 S. Syracuse Way, Suite 300 Englewood, CO 80111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 2, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ____. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (1) 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, as amended (the "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 pages) CUSIP No. 486026107 13D Page 2 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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* Not applicable 5 CHECK NOT APPLICABLE BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 194,358 8 SHARED VOTING POWER 2,931,647 9 SOLE DISPOSITIVE POWER 194,358 10 SHARED DISPOSITIVE POWER 2,931,647 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,126,005 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.2% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 3 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 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 20,848 8 SHARED VOTING POWER 3,131,157 9 SOLE DISPOSITIVE POWER 20,848 10 SHARED DISPOSITIVE POWER 3,131,157 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,152,005 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.6% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 48602107 13D Page 4 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Wallace E. Carroll Trust U/A Dated 7/1/57 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 ITEM 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 2,073,436 9 SOLE DISPOSITIVE POWER 2,151 10 SHARED DISPOSITIVE POWER 2,073,436 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,075,587 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 5 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 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 ITEM 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 603,000 8 SHARED VOTING POWER 2,073,436 9 SOLE DISPOSITIVE POWER 603,000 10 SHARED DISPOSITIVE POWER 2,073,436 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,436 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.9% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILING OUT! CUSIP No. 486026107 13D Page 6 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Wallace E. Carroll Trust U/A Dated 1/20/61 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 ITEM 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 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 7 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Lelia H. Carroll Trust U/A Dated 7/12/62 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 ITEM 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) 2.2% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 8 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CRL, Inc. 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 ITEM 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 2,073,436 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 2,073,436 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,073,436 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 9 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 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 ITEM 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 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 486026107 13D Page 10 of 13 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79 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 ITEM 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 6,760 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 6,760 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,760 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 *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 25 TO SCHEDULE 13D Item 1. Security and Issuer This amended statement on Schedule 13D relates to the Common Stock, $1.00 par value per share (the "Common Shares"), of Katy Industries, Inc., a Delaware corporation (the "Company"). This amended statement is being filed in accordance with Rule 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. Item 2. Identity and Background. 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 Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants, The Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E. Carroll, Jr. and his descendants, The Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and his descendants, CRL, Inc., a Delaware corporation, The Wallace Foundation pursuant to a Joint 13D Filing Agreement dated as of February 29, 1996 previously filed as Exhibit VV to Amendment No. 19 to this Statement and the Subtrusts under The Wallace E. Carroll Trust U/A dated 12/20/79 (collectively, the "Reporting Persons"). Each of the Reporting Persons has previously filed a statement on Schedule 13D reporting beneficial ownership of more than five percent (5%) of the class of securities described in Item 1. Item 3. Source of Funds Not applicable Page 11 of 13 Pages Item 4. Purpose of Transaction. Item 4 is amended to add the following information in response to Items (a), (b), (d), (e) and (g) of Schedule 13D. The Reporting Persons have no present plans or proposals with respect to Items 4(c), (f), (h), (i) and (j) of Schedule 13D. On March 29, 2001, (A) Katy Industries, Inc. (the "Company") entered into a Preferred Stock Purchase and Recapitalization Agreement (the "Old Purchase Agreement") with KKTY Holding Company, LLC ("Purchaser"), pursuant to which the Purchaser intended to (1) make a cash tender offer (the "Tender Offer") to buy up to 2.5 million Common Shares, and (2) buy from the Company 400,000 shares of newly issued convertible preferred stock, and (B) the Reporting Persons entered into a Stock Voting and Tender Agreement with the Purchaser (the "Old Common Voting Agreement"), pursuant to which the Reporting Persons agreed to collectively tender at least 1.5 million Common Shares to the Purchaser in connection with the Tender Offer and vote, in aggregate, 2.5 million of their Common Shares as set forth in such agreement. On June 1, 2001 the Company and the Purchaser mutually agreed to terminate the Old Purchase Agreement, including the Tender Offer, pursuant to the provisions thereof and enter into a new Preferred Stock Purchase and Recapitalization Agreement dated as of June 2, 2001 (the "New Purchase Agreement"), pursuant to which the Purchaser is to acquire 700,000 shares of newly issued convertible preferred stock of the Company at $100 per share, which are convertible into an aggregate of 11,666,666 Common Shares. In connection with the New Purchase Agreement, the Purchaser and the Reporting Persons entered into a Stock Voting Agreement dated as of June 2, 2001 (the "New Voting Agreement"), in which the parties agreed to terminate the Old Voting Agreement pursuant to the provisions thereof. The New Voting Agreement requires the Reporting Persons, from June 2, 2001 until the earlier of the closing date under the New Purchase Agreement (the "Closing Date")or the termination of the New Voting Agreement (the "Voting Period"), to vote (or caused to be voted), in aggregate, 2,480,000 of such Reporting Persons' Common Shares in favor of any actions required to authorize and effect the transactions contemplated by the New Purchase Agreement, including, without limitation, to vote (A) in favor of the election of all directors nominated by the Company's board of directors, including each of the Purchaser's designees (unless the matters referred to in (B) and (C) below shall not have been approved by the Company's shareholders); (B) in favor of the approval and adoption of an amendment to the Company's Certificate of Incorporation authorizing (1) classification of the Company's board of directors into two classes with staggered terms of office, (2) 1,200,000 shares of Convertible Preferred Stock (as defined in the New Purchase Agreement) and (3) an increase in the total number of authorized Common Shares to 35,000,000; (C) in favor of the issuance and sale of the shares of Convertible Preferred Stock to the Purchaser pursuant to the New Purchase Agreement and the issuance of Common Shares upon the conversion of the shares of Convertible Preferred Stock; (D) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any obligation or agreement of the Company under the New Purchase Agreement or of any Reporting Person under the New Voting Agreement; and (E) except as otherwise agreed to in writing in advance by the Purchaser, against the following actions (other than the transactions contemplated by the New Purchase Agreement): (1) any extraordinary corporate transaction, such as a reorganization, recapitalization, merger, consolidation or other business combination involving the Company; (2) a sale, lease or transfer of a significant part of the assets of the Company, or a reorganization, recapitalization, dissolution or liquidation of the Company; (3) any change in the persons who constitute the board of directors of the Company; (4) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or By-laws other than the authorization and adoption of an amendment to the Company's Certificate of Incorporation authorizing (I) classification of the Company's board of director's into two classes with staggered terms of office, (II) 1,200,000 shares of Convertible Preferred Stock and (III) an increase in the total number of Common Shares that the Company shall have authority to issue to 35,000,000; (5) any other material change in the Company's corporate structure or business; or (6) Page 12 of 13 Pages any other action involving the Company which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the transactions contemplated by the New Purchase Agreement. From the Closing Date and continuing until the earlier of the date the Purchaser exercises its right to convert any of the Convertible Preferred Stock into Common Shares or the termination of the New Voting Agreement, at any meeting of the holders of any class or classes of the capital stock of the Company, however called, at which an election for directors of the Company is held or in connection with any solicitation of written consent of the holders of any class or classes of capital stock of the Company with respect to an election of directors of the Company, the Reporting Persons shall vote (or cause to be voted) at least 2,480,000 Common Shares in favor of the election of all directors nominated by the Company's Board of Directors then in office, including, without limitation, each nominee for director designated by Purchaser. During the Voting Period, each Reporting Person has appointed the Purchaser its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote, to act by written consent or to request that the chairman or secretary of the Company call a special meeting of stockholders with respect to a proportion of such Reporting Person's Common Shares (totaling, in the aggregate, 2,480,000 of the Reporting Persons' Common Shares). Item 5. Interest in Securities of the Issuer. Information concerning sole and shared beneficial ownership of the Common Shares of the Reporting Persons is set forth on the cover pages of this statement, which are incorporated herein by reference in their entirety. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The description of the New Voting Agreement set forth in Item 4 above is incorporated herein by reference in its entirety, and subject in its entirety to the complete provisions of such agreement attached hereto under Item 7 as Exhibit 99.1. Item 7. Material to be filed as Exhibits. In accordance with subparagraph 3 of Item 7, the Voting Agreement is attached hereto as Exhibit 99.1. SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: June 18, 2001 The Wallace E. Carroll Trust U/A The Wallace E. and Lelia H. Carroll Trust Dated 7/1/57 F/B/O Wallace E. U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants Carroll, Jr. and his descendants By: /s/ Wallace E. Carroll, Jr. By: /s/ Wallace E. Carroll, Jr. -------------------------------- -------------------------------- Wallace E. Carroll, Jr., Trustee Wallace E. Carroll, Jr., Trustee By: /s/ Amelia M. Carroll By: /s/ Amelia M. Carroll -------------------------------- -------------------------------- Amelia M. Carroll, Trustee Amelia M. Carroll, Trustee The Wallace E. Carroll Trust U/A The Lelia H. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E. Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. and his descendants Carroll, Jr. By: /s/ Wallace E. Carroll, Jr. By: /s/ Wallace E. Carroll, Jr. -------------------------------- -------------------------------- Wallace E. Carroll, Jr., Trustee Wallace E. Carroll, Jr., Trustee By: /s/ Amelia M. Carroll By: /s/ Amelia M. Carroll -------------------------------- -------------------------------- Amelia M. Carroll, Trustee Amelia M. Carroll, Trustee Subtrusts under The Wallace E. CRL, Inc. Carroll Trust U/A Dated 12/20/79 F/B/O the descendants of Wallace E. Carroll, Jr. By: /s/ Jonathan P. Johnson -------------------------------- Jonathan P. Johnson, President By: /s/ Wallace E. Carroll, Jr. -------------------------------- Wallace E. Carroll, Jr., Trustee By: /s/ Amelia M. Carroll -------------------------------- Amelia M. Carroll, Trustee /s/ Amelia M. Carroll - ------------------------------------ Amelia M. Carroll /s/ Wallace E. Carroll, Jr. - ------------------------------------ Wallace E. Carroll, Jr. The Wallace Foundation By: /s/ Wallace E. Carroll, Jr. -------------------------------- Wallace E. Carroll, Jr., Trustee By: /s/ Amelia M. Carroll -------------------------------- Amelia M. Carroll, Trustee EX-99.1 2 a2052285zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 STOCK VOTING AGREEMENT by and among KKTY HOLDING COMPANY, L.L.C. and THE SHAREHOLDERS NAMED HEREIN Dated as of June 2, 2001 TABLE OF CONTENTS
Page 1. DEFINITIONS.................................................................. 1 2. TERMINATION OF STOCK VOTING AND TENDER AGREEMENT............................. 1 3. PROVISIONS CONCERNING THE SECURITIES......................................... 1 (a) Agreement To Vote the Securities..................................... 1 (b) Grant of Proxy....................................................... 2 (c) Other Proxies Revoked................................................ 3 4. REPRESENTATIONS AND WARRANTIES OF EACH SHAREHOLDER........................... 3 (a) Power, etc........................................................... 3 (b) Ownership of Common Shares........................................... 3 (c) No Conflicts......................................................... 3 (d) No Finder's Fees..................................................... 3 (e) No Encumbrances...................................................... 4 (f) Reliance by Purchaser................................................ 4 5. ADDITIONAL COVENANTS OF EACH SHAREHOLDER..................................... 4 (a) No Solicitation...................................................... 4 (b) Restriction on Transfer, Proxies and Non-Interference................ 4 (c) [Reserved]........................................................... 5 (d) Stop Transfer; Changes in Subject Shares............................. 5 (e) Cooperation.......................................................... 5 (f) Releases............................................................. 5 6. FIDUCIARY DUTIES............................................................. 5 7. MISCELLANEOUS................................................................ 5 (a) Further Assurances................................................... 5 (b) Notices.............................................................. 5 (c) Interpretation....................................................... 6 (d) Counterparts......................................................... 6 (e) Entire Agreement; No Third-Party Beneficiaries....................... 6 (f) Governing Law........................................................ 6 (g) Assignment........................................................... 6 (h) Binding Agreement.................................................... 7 (i) Severability......................................................... 7 (j) Enforcement of this Agreement........................................ 7 (k) Amendments........................................................... 7 8. TERMINATION.................................................................. 7 9. PUBLICATION.................................................................. 7 10. SCOPE OF OBLIGATIONS........................................................ 7
i STOCK VOTING AGREEMENT STOCK VOTING AGREEMENT (this "Agreement") dated as of June 2, 2001, among KKTY HOLDING COMPANY, L.L.C., a Delaware limited liability company ("Purchaser") and the shareholders listed on Schedule I hereto (individually, a "Shareholder," and collectively, the "Shareholders"). W I T N E S S E T H : WHEREAS, simultaneously with entering into this Agreement, Purchaser and Katy Industries, Inc., a Delaware corporation ("Katy"), are entering into a Preferred Stock Purchase and Recapitalization Agreement (the "Recapitalization Agreement"), pursuant to which Purchaser will purchase from Katy 700,000 shares of newly issued preferred stock, $100.00 par value per share (the "Convertible Preferred Stock"), convertible based on a price of $6.00 per Common Share into an aggregate of 11,666,666 Common Shares (equivalent to a ratio of approximately 16.67 Common Shares per share of Convertible Preferred Stock), for a purchase price of $100.00 per share (or an aggregate purchase price of $70,000,000) (the "Preferred Stock Purchase") (the Preferred Stock Purchase and the other transactions contemplated by the Recapitalization Agreement are collectively referred to herein as the "Recapitalization"); WHEREAS, as of the date hereof, each Shareholder is the record and, except in the case of a Shareholder who is a trustee and owns the Common Shares for the benefit of a beneficiary, beneficial owner of the number of Common Shares set forth opposite such Shareholder's name on Schedule I hereto; WHEREAS, the Shareholders have agreed that the Shareholders shall vote 2,480,000 Common Shares owned (whether of record or beneficially) by such Shareholders, as of the date hereof and any Common Shares hereinafter acquired up to an aggregate of 2,480,000 Common Shares owned (these 2,480,000 Common Shares owned (whether of record or beneficially) as of the date hereof and hereinafter acquired, the "Securities") with respect to certain questions that may be put to the Shareholders, in each case, in accordance with the terms and conditions of this Agreement; and WHEREAS, as an inducement and a condition to entering into the Recapitalization Agreement, Purchaser has required that the Shareholders enter into this Agreement; NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Definitions. For purposes of this Agreement capitalized terms used and not defined herein have the respective meanings ascribed to them in the Recapitalization Agreement. 2. Termination of Stock Voting and Tender Agreement. The Purchaser and the Shareholders agree that the Stock Voting and Tender Agreement dated as of March 29, 2001 among the Purchaser and the Shareholders terminated in accordance with Section 8 thereof upon the termination of the Preferred Stock Purchase and Recapitalization Agreement dated as March 29, 2001 between the Purchaser and Katy Industries, Inc. and that no party has any liability to any other party under that Stock Voting and Tender Agreement. 3. Provisions Concerning the Securities. (a) AGREEMENT TO VOTE THE SECURITIES. The Shareholders hereby severally and jointly agree that during the period (i) commencing on the date hereof and continuing until the earlier of the Closing Date or the termination of this 1 Agreement (such period, the "Closing Voting Period"), at any meeting of the holders of any class or classes of the capital stock of Katy, however called, or in connection with any solicitation of written consent of the holders of any class or classes of the capital stock of Katy, the Shareholders shall vote (or cause to be voted) the Securities (but for the avoidance of doubt not more or less than 2,480,000 Common Shares) in favor of any actions required to authorize and effect the Recapitalization and any actions required in furtherance thereof, including, without limitation, to vote (A) in favor of the election of all of the directors nominated by Katy's Board of Directors, including each Purchaser Designee (unless the matters referred to in (B) and (C) below have not been approved by Katy's shareholders), (B) in favor of the approval and adoption of an amendment to Katy's Certificate of Incorporation authorizing (1) classification of Katy's Board of Directors into two classes with staggered terms of office, (2) 1,200,000 shares of Convertible Preferred Stock and (3) an increase in the total number of Common Shares that Katy shall have the authority to issue to 35,000,000 (C) in favor of the issuance and sale of Convertible Preferred Stock pursuant to the Preferred Stock Purchase and the issuance of Common Shares upon the conversion of the Convertible Preferred Stock, (D) against any action, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Katy under the Recapitalization Agreement or of such Shareholder under this Agreement, and (E) except as otherwise agreed to in writing in advance by Purchaser, against the following actions (other than the Recapitalization and the transactions contemplated by the Recapitalization Agreement): (1) any extraordinary corporate transaction, such as a reorganization, recapitalization, merger, consolidation or other business combination involving Katy; (2) a sale, lease or transfer of a significant part of the assets of Katy, or a reorganization, recapitalization, dissolution or liquidation of Katy; (3) any change in the persons who constitute the board of directors of Katy; (4) any change in the present capitalization of Katy or any amendment of Katy's Certificate of Incorporation or By-laws other than the authorization and adoption of an amendment to Katy's Certificate of Incorporation authorizing (I) classification of Katy's Board of Directors into two classes with staggered terms of office, (II) 1,200,000 shares of Convertible Preferred Stock and (III) an increase in the total number of Common Shares that Katy shall have the authority to issue to 35,000,000; (5) any other material change in Katy's corporate structure or business; or (6) any other action involving Katy which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially adversely affect the Recapitalization and the transactions contemplated by this Agreement or the Recapitalization Agreement; and (ii) commencing on the Closing Date and continuing until the earlier of the date Purchaser exercises its right to convert any of the Convertible Preferred Stock into Common Shares or the termination of this Agreement (such period, the "Convertible Voting Period"), at any meeting of the holders of any class or classes of the capital stock of Katy, however called, at which an election for directors of Katy is held or in connection with any solicitation of written consent of the holders of any class or classes of capital stock of Katy with respect to an election of directors of Katy, the Shareholders shall vote (or cause to be voted) the Securities (but for the avoidance of doubt not more than 2,480,000 Common Shares) in favor of the election of all directors nominated by Katy's Board of Directors then in office, including, without limitation, each nominee for director designated by Purchaser. Subject to Section 5(d) during the Convertible Voting Period, the Shareholders hereby jointly and severally agree that the Shareholders shall not enter into any agreement or understanding with any person the effect of which would be to violate the provisions and agreements contained in this Agreement. (b) GRANT OF PROXY. Each Shareholder severally and not jointly hereby appoints Purchaser, and any designee of Purchaser, each of them individually, such Shareholder's proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote, to act by written consent or to request that the chairman or secretary of Katy call a special meeting of stockholders, during the Closing Voting Period with respect to such Shareholder's Securities in accordance with paragraph (a) of this Section. This proxy is given to secure the performance of the duties of each Shareholder during the Closing Voting Period under this Agreement. Each Shareholder severally and not jointly affirms that this proxy and power of attorney are coupled 2 with an interest and shall be irrevocable during the Closing Voting Period. Each Shareholder severally and not jointly shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (c) OTHER PROXIES REVOKED. Each Shareholder severally and not jointly represents and warrants that any proxies heretofore given in respect of such Shareholder's Securities are not irrevocable, and that all such proxies have been or are hereby revoked. 4. Representations and Warranties of Each Shareholder. Each Shareholder, severally and not jointly, hereby represents and warrants to Purchaser as follows: (a) POWER, ETC. Such Shareholder has all necessary power and authority to execute and deliver this Agreement, appoint the proxies and attorneys-in-fact referred to in Section 3(b) hereof and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming its due authorization, execution and delivery by each other party hereto, constitutes the legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by general equitable principles, whether applied in a proceeding at law or in equity. (b) OWNERSHIP OF COMMON SHARES. Such Shareholder is the record and, except in the case of a Shareholder who is a trustee and owns the Common Shares for the benefit of a beneficiary, beneficial owner of the number of Common Shares listed beside such Shareholder's name on Schedule I attached hereto. All of such Common Shares are issued and are outstanding. Such Shareholder has sole voting power and sole power to issue instructions with respect to the matters set forth in Section 3 and Section 5 hereof, as the case may be, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Common Shares, with no limitations, qualifications or restrictions on such rights, subject only to applicable laws, Katy's Certificate of Incorporation, and the terms of this Agreement. (c) NO CONFLICTS. (i) No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated by this Agreement and (ii) none of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated by this Agreement or compliance by such Shareholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) or result in the creation of a lien or encumbrance on the assets of such Shareholder (including such Shareholder's Common Shares) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, trust instrument, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Shareholder is a party or by which such Shareholder or any of such Shareholder's properties or assets may be bound, or (B) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of such Shareholder's properties or assets. (d) NO FINDER'S FEES. Except as disclosed pursuant to the Recapitalization Agreement, no broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Shareholder in its capacity as a holder of Katy Common Stock. Such Shareholder, on behalf of itself and its affiliates, hereby acknowledges that it is not entitled to receive any broker's, finder's, 3 financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement or by the Recapitalization Agreement. (e) NO ENCUMBRANCES. The Common Shares listed beside such Shareholder's name on Schedule I attached hereto and the certificates representing such Common Shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except as disclosed in Schedule II hereto and for any such encumbrances or proxies arising hereunder. (f) RELIANCE BY PURCHASER. Such Shareholder understands and acknowledges that Purchaser is entering into the Recapitalization Agreement in reliance upon such Shareholder's execution and delivery of this Agreement. 5. Additional Covenants of Each Shareholder. Each Shareholder severally and not jointly covenants and agrees as follows: (a) NO SOLICITATION. During the Closing Voting Period such Shareholder shall not, in its capacity as such, directly or indirectly through another person (i) solicit, initiate or encourage (including, without limitation, by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal which constitutes any Katy Takeover Proposal, (ii) participate in any discussions or negotiations regarding any Katy Takeover Proposal, (iii) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Purchaser, the approval or recommendation of such Shareholder of the Recapitalization (including for the avoidance of doubt the Shareholders' agreement to vote the Securities in accordance with Section 3 hereof), (iv) approve or recommend, or propose publicly to approve or recommend, any Katy Takeover Proposal, or (v) enter into a Katy Acquisition Agreement or any agreement, arrangement or understanding requiring such Shareholder to abandon, terminate or fail to consummate this Agreement or any other transaction contemplated hereby, in each case without the prior written consent of the Purchaser. Such Shareholder shall promptly advise Purchaser orally and in writing of any request for information or of any Katy Takeover Proposal, the material terms and conditions of such request or Katy Takeover Proposal and the identity of the person making such request or Katy Takeover Proposal. Such Shareholder will keep Purchaser reasonably informed of the status and details (including amendments or proposed amendments) of any such request or Katy Takeover Proposal on a daily basis or more frequently as may be reasonably requested by Purchaser. For the avoidance of doubt, nothing in this Section 5(a) restricts a Shareholder, in his or her capacity as a director or officer of Katy, from taking action permitted under the Recapitalization Agreement. (b) RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE. Such Shareholder shall not (i) except as contemplated in this Agreement, directly or indirectly, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of such Shareholders Securities or any interest therein during the Closing Voting Period; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of such Securities into a voting trust or enter into a voting agreement with respect to any of such Securities; or (iii) take any action that would make any representation or warranty of such Shareholder contained in this Agreement untrue or incorrect or have the effect of preventing or disabling such Shareholder from performing such Shareholder's obligations under this Agreement. 4 (c) [RESERVED]. (d) STOP TRANSFER; CHANGES IN SUBJECT SHARES. Such Shareholder agrees with, and covenants to, Purchaser that such Shareholder shall not request that Katy register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of such Shareholder's Securities during the Closing Voting Period. For the avoidance of doubt, nothing in this Agreement shall restrict any Shareholder's right to sell, transfer, tender, pledge, encumber, assign or otherwise dispose of the Securities during the Convertible Voting Period. In the event of a stock dividend or distribution, or any change in any class of capital stock of Katy by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Securities" shall be deemed to refer to and include the Securities as well as all such stock dividends and distributions and any shares into which or for which any or all of the Securities may be changed or exchanged. (e) COOPERATION. Such Shareholder, in its capacity as a shareholder, shall cooperate fully with Purchaser and Katy in connection with their respective efforts to fulfill the conditions to the Recapitalization set forth in Article VI of the Recapitalization Agreement and the Purchaser Closing Conditions set forth in Annex I to the Recapitalization Agreement. (f) RELEASES. Such Shareholder hereby fully, unconditionally and irrevocably releases, effective as of the Closing Date, any and all claims and causes of action that such Shareholder, in its capacity as a shareholder, has or may have against Katy or any present or former director, officer, employee or agent of Katy arising or resulting from or relating to any act, omission, event or occurrence prior to the date hereof and that have arisen or resulted as of the Closing Date. The foregoing release does not include a release by any Shareholder of such Shareholder's rights to indemnification and advancement of expenses under Katy's Certificate of Incorporation or By-Laws, by agreement, by law, or pursuant to insurance policies or any claim by that Shareholder in any other capacity (including as a director, officer or employee). If requested by Purchaser, such Shareholder shall execute an additional release at the Closing Date releasing such claims as may arise between the date hereof and the Closing Date. 6. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary, the covenants and agreements set forth herein shall not prevent any Shareholder or any representative of Purchaser serving on Katy's Board of Directors or as an officer of Katy from taking any action, subject to the applicable provisions of the Recapitalization Agreement, while acting in his or her capacity as a director or officer of Katy. 7. Miscellaneous. (a) FURTHER ASSURANCES. From time to time, at Purchaser's request and without further consideration, each Shareholder shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. (b) NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, mailed, certified or registered mail with postage prepaid, sent by overnight courier or telecopied to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 5 (i) if to Purchaser, to KKTY Holding Company, L.L.C. c/o Kohlberg & Co., L.L.C. 111 Radio Circle Mount Kisco, New York 10549 Telecopy.: (914) 244-0689 Attention: Mr. Christopher Lacovara with copies to: Hunton & Williams 200 Park Avenue New York, New York 10166 Telecopy.: (212) 309-1100 Attention: Raul Grable, Esq. (ii) if to the Shareholders, to the address set forth beside each Shareholder's name listed on Schedule I hereto with a copy to: Hogan & Hartson LLP One Tabor Center, Suite 1500 1200 Seventeenth Street Denver, Colorado 80202-5840 Telecopy: (303) 899-7333 Attention: Douglas Pluss, Esq. (c) INTERPRETATION. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." (d) COUNTERPARTS. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. (e) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement, including the documents and instruments referred to herein (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) except in respect of Section 9, is not intended to confer upon any person or entity other than the parties any rights or remedies hereunder. (f) GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws rules thereof. (g) ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties, except that Purchaser may assign, in its sole discretion, any of or all their rights, interests and obligations under this Agreement to any direct or indirect wholly owned subsidiary of Purchaser. Subject to the preceding sentences, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. 6 (h) BINDING AGREEMENT. Each Shareholder agrees that this Agreement and such Shareholder's obligations under it shall attach to such Shareholder's Securities and shall bind any person to which legal or beneficial ownership of the Securities passes, whether by operation of law or otherwise, including such Shareholder's heirs, guardians, administrators or successors, provided however, that this Agreement shall not bind any purchaser of the Securities, during the Convertible Voting Period. Notwithstanding any transfer of Securities during the Closing Voting Period, the transferor shall remain liable for the performance of all its obligations under this Agreement. (i) SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy in any particular situation or in any jurisdiction, that term or provision shall nevertheless remain in full force and effect in other situations or jurisdictions, and all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible. (j) ENFORCEMENT OF THIS AGREEMENT. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity. (k) AMENDMENTS. This Agreement may not be amended except by an instrument in writing signed by the parties. 8. Termination. This Agreement shall terminate, and neither Purchaser nor any Shareholder shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect, upon the termination of the Recapitalization Agreement in accordance with its terms without the Recapitalization having occurred, except nothing in this Section 8 shall relieve any party of liability for breach of this Agreement. 9. Publication. Each Shareholder hereby agrees to permit Purchaser and Katy to publish and disclose in the Proxy Statement and the Purchaser Securities Filings relating to the transactions contemplated by the Recapitalization Agreement (including all documents and schedules filed with the SEC) its identity and intent with respect to the Securities and the nature of its commitments under this Agreement. 10. Scope of Obligations. Notwithstanding anything to the contrary in this Agreement, no obligation of the Shareholders under this Agreement (including their obligations under Section 3 and Section 5 hereof) shall apply or in any way affect any shares of capital stock or other securities owned by the Shareholders other than the Securities. For the purposes of several (but not joint) obligations of Shareholders under this Agreement, the number of Securities owned by each Shareholder with respect to which such Shareholder is committing to make such obligations, is the number calculated by multiplying 2,480,000 by the number of Common Shares owned by such Shareholder (as set forth on Schedule I hereto), then dividing the product by the total number of Common Shares owned by all Shareholders (as set forth on Schedule I hereto). [THE FOLLOWING PAGE IS THE SIGNATURE PAGE] 7 IN WITNESS WHEREOF, Purchaser and each Shareholder have caused this Agreement to be duly executed as of the day and year first above written. KKTY HOLDING COMPANY, L.L.C. By: /s/ Christopher Lacovara --------------------------------- Name: Christopher Lacovara Title: Authorized Manager SHAREHOLDERS CRL, INC. By: /s/ Jonathan P. Johnson --------------------------------- Name: Jonathan P. Johnson Title: President WALLACE E. CARROLL, Jr. /s/ Wallace E. Carroll, Jr. ------------------------------------- AMELIA M. CARROLL /s/ Amelia M. Carroll ------------------------------------- WALLACE FOUNDATION By: /s/ Wallace E. Carroll, Jr. --------------------------------- Name: Wallace E. Carroll, Jr. Title: Trustee By: /s/ Amelia M. Carroll --------------------------------- Name: Amelia M. Carroll Title: Trustee 8 WALLACE E. CARROLL TRUST U/A DATED 7-1-57 F/B/O WALLACE E. CARROLL, Jr. By: /s/ Wallace E. Carroll, Jr. --------------------------------- Name: Wallace E. Carroll, Jr. Title: Trustee By: /s/ Amelia M. Carroll --------------------------------- Name: Amelia M. Carroll Title: Trustee WALLACE E. & LELIA H. CARROLL TRUST U/A DATED 5-1-58 F/B/O WALLACE E. CARROLL, Jr. By: /s/ Wallace E. Carroll, Jr. --------------------------------- Name: Wallace E. Carroll, Jr. Title: Trustee By: /s/ Amelia M. Carroll --------------------------------- Name: Amelia M. Carroll Title: Trustee WALLACE E. CARROLL TRUST U/A DATED 1-20-61 F/B/O WALLACE E. CARROLL, Jr. By: /s/ Wallace E. Carroll, Jr. --------------------------------- Name: Wallace E. Carroll, Jr. Title: Trustee By: /s/ Amelia M. Carroll --------------------------------- Name: Amelia M. Carroll Title: Trustee 9 LELIA H. CARROLL TRUST U/A DATED 7-12-62 F/B/O WALLACE E. CARROLL, Jr. By: /s/ Wallace E. Carroll, Jr. --------------------------------- Name: Wallace E. Carroll, Jr. Title: Trustee By: /s/ Amelia M. Carroll --------------------------------- Name: Amelia M. Carroll Title: Trustee WALLACE E. CARROLL, Jr. TRUST #2 U/A DATED 12-30-76 F/B/O Pamela C. Crigler By: /s/ Philip E. Johnson --------------------------------- Name: Philip E. Johnson Title: Trustee WALLACE E. CARROLL, Jr. TRUST #2 U/A DATED 12-30-76 F/B/O Susan S. Leonard By: /s/ Philip E. Johnson --------------------------------- Name: Philip E. Johnson Title: Trustee WALLACE E. CARROLL, Jr. TRUST #2 U/A DATED 12-30-76 F/B/O Margaret B. Berzins By: /s/ Philip E. Johnson --------------------------------- Name: Philip E. Johnson Title: Trustee WALLACE E. CARROLL, Jr. TRUST #2 U/A DATED 12-30-76 F/B/O Wallace E. Carroll, III By: /s/ Philip E. Johnson --------------------------------- Name: Philip E. Johnson Title: Trustee 10 WALLACE E. CARROLL TRUST U/A DATED 12-20-79 F/B/O Pamela C. Crigler By: /s/ Wallace E. Carroll, Jr. --------------------------------- Name: Wallace E. Carroll, Jr. Title: Trustee By: /s/ Amelia M. Carroll --------------------------------- Name: Amelia M. Carroll Title: Trustee WALLACE E. CARROLL TRUST U/A DATED 12-20-79 F/B/O Susan S. Leonard By: /s/ Wallace E. Carroll, Jr. --------------------------------- Name: Wallace E. Carroll, Jr. Title: Trustee By: /s/ Amelia M. Carroll --------------------------------- Name: Amelia M. Carroll Title: Trustee WALLACE E. CARROLL TRUST U/A DATED 12-20-79 F/B/O Margaret B. Berzins By: /s/ Wallace E. Carroll, Jr. --------------------------------- Name: Wallace E. Carroll, Jr. Title: Trustee By: /s/ Amelia M. Carroll --------------------------------- Name: Amelia M. Carroll Title: Trustee WALLACE E. CARROLL TRUST U/A DATED 12-20-79 F/B/O Wallace E. Carroll, III By: /s/ Wallace E. Carroll, Jr. --------------------------------- Name: Wallace E. Carroll, Jr. Title: Trustee By: /s/ Amelia M. Carroll --------------------------------- Name: Amelia M. Carroll Title: Trustee 11 SCHEDULE I
Number of Common Shares Name of Shareholder Officers/Trustees Held of Record or Owned Notice Address Beneficially CRL, Inc. Jonathan P. Johnson, 2,073,436 6300 S. Syracuse Way, Suite 300 President Englewood, Colorado 80111 Wallace E. Carroll, Jr. N/A 182,274 c/o CRL (see address above) Amelia M. Carroll N/A 10,765 c/o CRL (see address above) Wallace Foundation Wallace E. Carroll, Jr. 32,910 c/o CRL (see address above) Amelia M. Carroll Wallace E. Carroll Trust Wallace E. Carroll, Jr. 2,151 c/o CRL (see address above) U/A Dated 7-1-57 Amelia M. Carroll F/B/O Wallace E. Carroll, Jr. Robert E. Kolek* Wallace E. & Lelia H. Carroll Wallace E. Carroll, Jr. 603,000 c/o CRL (see address above) Trust U/A Dated 5-1-58 Amelia M. Carroll F/B/O Wallace E. Carroll, Jr. Robert E. Kolek* Wallace E. Carroll Trust Wallace E. Carroll, Jr. 11,881 c/o CRL (see address above) U/A Dated 1-20-61 Amelia M. Carroll F/B/O Wallace E. Carroll, Jr. Lelia H. Carroll Trust Wallace E. Carroll, Jr. 180,661 c/o CRL (see address above) U/A Dated 7-12-62 Amelia M. Carroll F/B/O Wallace E. Carroll, Jr. Wallace E. Carroll, Jr. Trust Philip E. Johnson c/o CRL (see address above) #2 U/A Dated 12-30-76 F/B/O Pamela C. Crigler 193 Susan S. Leonard 194 Margaret B. Berzins 193 Wallace E. Carroll, III 182 (Four separate trusts- trustee is the same for all four) Wallace E. Carroll Trust Wallace E. Carroll, Jr. c/o CRL (see address above) U/A Dated 12-20-79 Amelia M. Carroll Robert E. Kolek* F/B/O Pamela C. Crigler 1,690 Susan S. Leonard 1,690 Margaret B. Berzins 1,690 Wallace E. Carroll, III 1,690 (Four separate trusts- trustees are the same for all four) Totals 3,104,600
*Powers of this trustee are limited. He is not entitled to vote on matters involving Katy. SCHEDULE II
Name of Shareholder Common Shares Name and Address of Lienholder Subject to Pledge or Other Encumbrance CRL, Inc. 2,073,436 Northern Trust Company 50 South LaSalle Street Chicago, Illinois 60675 Wallace E. Carroll, Jr. 177,239 Northern Trust Company 50 South LaSalle Street Chicago, Illinois 60675 Wallace E. Carroll, Jr. 3,000 Katy Industries, Inc. 6300 South Syracuse Way Suite 300 Englewood, Colorado 80111
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