-----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, UXig6vx3dfDLF2riRsNiWUwQt2uXML2hzXZio3WOevMZNJ3fcnnBrbbWsrL9snPC 1BfH6y2glSLwbgZ9TAhc8Q== 0000921895-99-000886.txt : 19991207 0000921895-99-000886.hdr.sgml : 19991207 ACCESSION NUMBER: 0000921895-99-000886 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BARRINGER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000010119 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 840720473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-31809 FILM NUMBER: 99769505 BUSINESS ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 BUSINESS PHONE: 9086658200 MAIL ADDRESS: STREET 1: 219 SOUTH STREET CITY: NEW PROVIDENCE STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESOURCES INC DATE OF NAME CHANGE: 19910331 FORMER COMPANY: FORMER CONFORMED NAME: BARRINGER RESEARCH INC DATE OF NAME CHANGE: 19800821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIONHEART GROUP INC CENTRAL INDEX KEY: 0001069881 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133790376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 230 PARK AVE STREET 2: STE 516 CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 2125995077 MAIL ADDRESS: STREET 1: 230 PARK AVE STREET 2: STE 516 CITY: NEW YORK STATE: NY ZIP: 10169 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* BARRINGER TECHNOLOGIES INC. ---------------------------------------------------------------- (Name of issuer) Common Stock, par value $.01 per share ---------------------------------------------------------------- (Title of class of securities) 68509603 ----------------------------- (CUSIP number) Steven Wolosky, Esq. Olshan Grundman Frome Rosenzweig & Wolosky LLP 505 Park Avenue, New York, New York 10022 (212) 753-7200 ----------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) November 24, 1999 ------------------------------------------------------ (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(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. * Reference is made to the original Schedule 13D filed with the Securities and Exchange Commission by Lionheart Group, Inc., one of the parties jointly filing this Amendment #3, on October 30, 1998 and Amendment #1 and Amendment #2 filed on April 16, 1999 and April 22, 1999, respectively. 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). - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 2 of 36 - ------------------------------ ------------------------------- ================================================================================ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lionheart Group, Inc. 13-3790-376 - -------------------------------------------------------------------------------- 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 ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER OWNED BY 235,500 EACH REPORTING -------------------------------------------------------------------- PERSON WITH 8. SHARED VOTING POWER 0 -------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 235,500 -------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,500 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IA ================================================================================ * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 3 of 36 - ------------------------------ ------------------------------- ================================================================================ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) J O Hambro Capital Management (Holdings) Limited No I.R.S. Identification Number - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY 7. SOLE VOTING POWER EACH 0 REPORTING PERSON WITH ------------------------------------------------------------------ 8. SHARED VOTING POWER 250,000 ------------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 250,000 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* HC, CO ================================================================================ * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 4 of 36 - ------------------------------ ------------------------------- ================================================================================ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) J O Hambro Capital Management Limited No I.R.S. Identification Number - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER OWNED BY 0 EACH REPORTING PERSON WITH ---------------------------------------------------------------- 8. SHARED VOTING POWER 250,000 ---------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 250,000 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IA, CO ================================================================================ * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 5 of 36 - ------------------------------ ------------------------------- ================================================================================ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) American Opportunity Trust plc No I.R.S. Identification Number - -------------------------------------------------------------------------------- 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 ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY 7. SOLE VOTING POWER OWNED BY 0 EACH REPORTING ----------------------------------------------------------------- PERSON WITH 8. SHARED VOTING POWER 250,000 ----------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 250,000 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IV, CO ================================================================================ * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 6 of 36 - ------------------------------ ------------------------------- ================================================================================ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Christopher Harwood Bernard Mills No I.R.S. Identification Number - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England - -------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------ 8. SHARED VOTING POWER 250,000 ------------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 250,000 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,000 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ================================================================================ * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 7 of 36 - ------------------------------ ------------------------------- STATEMENT ON SCHEDULE 13D ------------------------- Item 1. Security and Issuer ------------------- Item 1 is amended as follows: This Statement on Schedule 13D relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Barringer Technologies Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 30 Technology Drive, Warren, New Jersey 07059. Item 2. Identity and Background. ------------------------ Item 2 is amended as follows: Items 2(a), 2(b), 2(c) and 2(f). Filing Parties. This Statement is filed on behalf of the following five persons, who are collectively referred to as the "Filing Parties": 1) Lionheart Group, Inc. ("Lionheart") , a Delaware corporation with a business address of 230 Park Avenue, Suite 516, New York, NY 10169. Lionheart acts as investment adviser to several private investment funds and managed accounts which are the ultimate beneficial owners of the shares to which this statement relates. No such client of Lionheart owns 5% or more of the outstanding Common Stock. The officers of Lionheart are: C. Duncan Soukup, President, Secretary and Treasurer; Brant Root, Vice President; and John Radziwill, Vice President. The sole director of Lionheart is C. Duncan Soukup. The business address of C. Duncan Soukup is 230 Park Avenue, Suite 516, New York, NY 10169. The present occupation of (a) C. Duncan Soukup is President of Lionheart, (b) Brant Root is Vice President of Lionheart, and (c) John Radziwill is Vice President of Lionheart. C. Duncan Soukup and John Radziwill are citizens of the United Kingdom and Brant Root is a citizen of the United States. 2) J O Hambro Capital Management (Holdings) Limited ("Holdings") is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. Holdings functions as the ultimate holding company for J O Hambro Capital Management. 3) J O Hambro Capital Management Limited ("J O Hambro Capital Management"), formerly named J O Hambro & Partners Limited, is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. J O Hambro Capital Management is principally engaged in the business of investment management and advising. It serves as co-investment adviser to North Atlantic Smaller Companies Investment Trust plc ("NASCIT") and American Opportunity Trust and as investment adviser to Oryx International Growth Fund Limited ("Oryx") and investment manager to certain private clients. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 8 of 36 - ------------------------------ ------------------------------- 4) Christopher Harwood Bernard Mills is a British citizen whose business address is 10 Park Place, London SW1A 1LP England. His principal employment includes service as executive director of NASCIT, as a director of J O Hambro Capital Management and Oryx, and as co-investment adviser to NASCIT and American Opportunity Trust. 5) American Opportunity Trust plc ("American Opportunity Trust"), formerly named Leveraged Opportunity Trust plc, is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. American Opportunity Trust is a publicly-held investment trust company. Christopher Harwood Bernard Mills and J O Hambro Capital Management serve as co-investment advisers to American Opportunity Trust. Control Relationships: ---------------------- J O Hambro Capital Management is a subsidiary of Holdings. Christopher Mills serves as a director of Holdings and J O Hambro Capital Management and as executive director of American Opportunity Trust. Executive Officers and Directors: --------------------------------- In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Filing Parties is included in Schedule A hereto and is incorporated by reference herein. Item 2(d) Criminal Proceedings. --------------------- During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Item 2(e) Civil Securities Law Proceedings. --------------------------------- During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 9 of 36 - ------------------------------ ------------------------------- Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Item 3 is amended as follows: The aggregate purchase price of the 235,500 shares of Common Stock beneficially held by Lionheart is $1,327,434. All of the shares of Common Stock beneficially held by Lionheart were purchased with the working capital of the investment funds and managed accounts for whose accounts such shares were purchased. All of the $1,375,000 used by American Opportunity Trust to acquire the 250,000 shares of Common Stock of the Company from Lionheart came from the working capital of American Opportunity Trust for whose account such shares were purchased. Item 4. Purpose of Transaction. ----------------------- Item 4 is amended as follows: The purpose of the acquisition and disposition by the Filing Parties of the shares of Common Stock is for investment at this time, although the Filing Parties may, in the future, decide to engage in activities intended to influence the business strategy or management of the Company. Depending upon market conditions, the availability of funding and such other circumstances as the Filing Parties deem relevant, the Filing Parties may acquire additional shares of Common Stock (in private or open-market transactions) or sell some or all of the shares of Common Stock they presently control. Except as discussed in response to this item, the Filing Parties presently have no plans or proposals which relate to or would result in any events, actions or conditions specified in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D or any similar action, event or condition. Item 5. Interest in Securities of the Issuer. ------------------------------------- Item 5 is amended as follows: Items 5(a) & 5(b) Beneficial Ownership. --------------------- The Filing Parties may be deemed to beneficially own an aggregate of 485,500 shares of Common Stock (which constitutes approximately 7.0% of the outstanding Common Stock of the Company). The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of a group associated with any of the Filing Parties for purposes of Section 13(d) of the Act is as follows: - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 10 of 36 - ------------------------------ -------------------------------
Number of Number of Number of Shares: Shares: Sole Approxi- Filing Aggregate Shares: Sole Shared or Shared mate Party Number of Power to Power to Power to Percen- - ------ Shares: Vote Vote Dispose tage* ------- ---- ---- ------- ----- Lionheart 235,500 235,500 0 235,500 3.4% Holdings 250,000 0 250,000 250,000 3.6% J O Hambro Capital 250,000 0 250,000 250,000 3.6% Management Christopher H.B 250,000 0 250,000 250,000 3.6% Mills American 250,000 0 250,000 250,000 3.6% Opportunity Trust
* Based on 6,907,502 shares of Common Stock, par value $.01 per share outstanding as of October 29, 1999, which is based on information reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999. Item 5(c) Transactions in the Past 60 Days. --------------------------------- In the 60 days prior to the date of the filing of this Statement, the Filing Parties effected no transactions in the Common Stock other than those set forth in the following table:
Buy or No. of Price Date Filing Party Sell Shares (US$) - ---- ------------ ---- ------ ----- 09/27/99 Lionheart Buy 15,000 5.25 09/30/99 Lionheart Buy 2,200 5.21 10/06/99 Lionheart Buy 1,800 5.14 10/07/99 Lionheart Buy 4,000 5.13 10/12/99 Lionheart Buy 1,900 5.06 10/25/99 Lionheart Sell (5,000) 5.19 10/26/99 Lionheart Sell (2,600) 5.38 10/27/99 Lionheart Sell (40,000) 5.19 10/27/99 Lionheart Buy 30,500 5.19 11/01/99 Lionheart Sell (10,000) 5.72 11/05/99 Lionheart Buy 4,500 5.94 11/08/99 Lionheart Buy 7,000 5.88 11/11/99 Lionheart Sell (1,000) 5.50 11/16/99 Lionheart Sell (2,000) 5.50 11/22/99 Lionheart Sell (10,000) 5.44 11/23/99 Lionheart Buy 3,500 5.50 11/24/99 Lionheart Sell 250,000 5.50 11/24/99 American Opportunity Trust Buy 250,000 5.50
- ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 11 of 36 - ------------------------------ ------------------------------- The above transactions were effected in the open market. Item 5(d) Receipt of Dividends. --------------------- The shareholders of American Opportunity Trust have an economic interest in the dividends from, and the proceeds of sales of, Common Stock beneficially owned by American Opportunity Trust. Item 5(e) Date When Filing Parties Seized to be Five Percent -------------------------------------------------- Beneficial Owner. ----------------- Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships ----------------------------------------------------------- with Respect to Securities of the Issuer. ----------------------------------------- Item 6 is amended to include the following: As co-investment advisers to American Opportunity Trust, Christopher Harwood Bernard Mills and J O Hambro Capital Management share the right to transfer and vote the shares of Common Stock of the Company pursuant to an agreement dated as of January 7, 1993 between American Opportunity Trust and J O Hambro Capital Management. Item 7. Material to be Filed as Exhibits. --------------------------------- Item 7 is amended to include the following: The following documents are filed herewith: (a) Administration, Management and Custody Management Agreement dated as of January 7, 1993 between J O Hambro Capital Management (formerly named J O Hambro & Partners Limited) and American Opportunity Trust. (b) Joint Filing Agreement dated as of December 3, 1999 among Holdings, J O Hambro Capital Management, American Opportunity Trust, Christopher Harwood Bernard Mills and Lionheart Group, Inc.. [Remainder of this page was intentionally left blank.] - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 12 of 36 - ------------------------------ ------------------------------- 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. Dated: December 6, 1999 LIONHEART GROUP, INC. By: /s/ C. Duncan Soukup ---------------------------------- Name: C. Duncan Soukup Title:President Executed on behalf of the parties hereto pursuant to the Joint Filing Agreement filed herewith. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 13 of 36 - ------------------------------ ------------------------------- Schedule A ---------- The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro Capital Management (Holdings) Limited ("Holdings") as of the date hereof. Name: James Daryl Hambro (Chairman) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Chairman, J O Hambro Capital Management Limited Name: Christopher Harwood Bernard Mills (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro Capital Management Limited Name: Nichola Pease (Director and Chief Executive) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director and Chief Executive, J O Hambro Capital Management Limited - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 14 of 36 - ------------------------------ ------------------------------- Name: Basil Postan (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Limited Name: Malcolm Robert King (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Limited Name: Lisa Marie Rowland (Director) Citizenship: American Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Limited Name: Robert George Barrett (Director) Citizenship: British - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 15 of 36 - ------------------------------ ------------------------------- Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Limited Name: Claudia Margaret Cecil Perkins (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Limited - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 16 of 36 - ------------------------------ ------------------------------- The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro Capital Management Limited ("J O Hambro Capital Management") as of the date hereof. Name: James Daryl Hambro (Managing Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Managing Director, J O Hambro Capital Management Name: Christopher Harwood Bernard Mills (Director) Citizenship: British Business Address: 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro Capital Management Name: Claudia Margaret Cecil Perkins (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Name: Malcolm Robert King (Director) - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 17 of 36 - ------------------------------ ------------------------------- Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Name: Nichola Pease (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director and Chief Executive, J O Hambro Capital Management Name: Basil Postan (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Name: Lisa Marie Rowland (Director) Citizenship: American Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 18 of 36 - ------------------------------ ------------------------------- Name: Robert George Barrett (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 19 of 36 - ------------------------------ ------------------------------- The following table sets forth certain information concerning each of the directors and executive officers of American Opportunity Trust plc ("American Opportunity Trust") as of the date hereof. Name: R. Alexander Hammond-Chambers (Chairman) Citizenship: British Business Address: Covey Advertising Limited 1 Fountainhall Road Edinburgh EH9 2NL Principal Occupation: Director, Covey Advertising Limited1 Name: Christopher Harwood Bernard Mills (Executive Director) Citizenship: British Business Address: 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, American Opportunity Trust Executive Director, NASCIT Director, J O Hambro Capital Management Name: John Gildea (Director) Citizenship: USA Business Address: Gildea Management Company2 90 Ferris Hill Road New Canaan, Connecticut 06840 USA Principal Occupation: President, Gildea Management Company - -------- 1 Covey Advertising Limited is principally engaged in the advertising business. 2 Gildea Management Company is principally engaged in the investment management business. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 20 of 36 - ------------------------------ ------------------------------- Name: The Hon. James J. Nelson (Director) Citizenship: British Business Address: Foreign & Colonial Ventures3 4th Floor Berkeley Square House Berkeley Square London W1X 5PA England Principal Occupation: Director, Foreign & Colonial Ventures Name: Iain Tulloch (Director) Citizenship: British Business Address: Murray Johnstone Ltd.4 7 West Nile Street Glasgow G2 2PX Scotland Principal Occupation: Director, Murray Johnstone Ltd. Name: Philip Ehrmann (Director) Citizenship: British Business Address: Gartmore Investment Management Ltd.5 Gartmore House 16 - 18 Monument Street London EC3R 8AJ England - -------- 3 Foreign & Colonial Ventures is principally engaged in the investment management business. 4 Murray Johnstone Ltd. is principally engaged in the investment management business. 5 Gartmore Investment Management Limited is principally engaged in the investment management business. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 21 of 36 - ------------------------------ ------------------------------- Principal Occupation: Investment Manager, Gartmore Investment Management Ltd. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 22 of 36 - ------------------------------ ------------------------------- Exhibit Index Document Page - -------- ---- The following documents are filed herewith: (a) Administration, Management and Custody Management Agreement dated as of January 7, 1993 between J O Hambro Capital Management (formerly named J O Hambro & Partners Limited) and American Opportunity Trust. (b) Joint Filing Agreement dated as of December 3, 1999 among Holdings, J O Hambro Capital Management, American Opportunity Trust, Christopher Harwood Bernard Mills and Lionheart Group, Inc.. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 23 of 36 - ------------------------------ ------------------------------- ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT BETWEEN AMERICAN OPPORTUNITY TRUST AND J O HAMBRO & PARTNERS - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 24 of 36 - ------------------------------ ------------------------------- Dated 7th January 1993 LEVERAGED OPPORTUNITY TRUST PLC and J O HAMBRO & PARTNERS LIMITED ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT Allen & Overy London - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 25 of 36 - ------------------------------ ------------------------------- THIS AGREEMENT is made on 7th January 1993 BETWEEN: (1) LEVERAGED OPPORTUNITY TRUST PLC of 11 Devonshire Square, London EC2M 4YR (the "Company"); and (2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H 9AL (the "Manager"). ------- NOW IT IS HEREBY AGREED as follows: 1. Interpretation (1) In this Agreement: "Board" means the Board of Directors of the Company, or a committee thereof or (where the context so admits) a Director of the Company, duly authorized; "IMRO" means the Investment Management Regulatory Organization Limited or its successors from time to time; "IMRO Rules" means the rules of IMRO from time to time applicable; "Investments" includes any asset, right or interest falling within any paragraph in Part I of Schedule I to the Financial Services Act 1986 and any other asset, right or interest in respect of property of any kind and, without prejudice to the foregoing, wherever situate and whether or not producing income; "Portfolio" means the Investments from time to time owned by the Company; "Stock Exchange" means The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; "subsidiary" shall have the meaning ascribed thereto by Section 736 of the Companies Act 1985. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 26 of 36 - ------------------------------ ------------------------------- (2) References to persons include bodies corporate and unincorporated associations and references to companies include any bodies corporate. (3) Any reference to a statutory provision includes any statutory modification or reenactment of it for the time being in force. (4) Subclauses (1) to (3) above apply unless the contrary intention appears. (5) The headings in this Agreement do not affect its construction. (6) References to amounts payable by the Company shall be exclusive of value added tax thereon so that value added tax shall be payable in addition if and to the extent chargeable. 2. Appointment The Company hereby appoints the Manager to be the investment manager and administrator of the Company to provide the services and facilities mentioned below with effect from the date of execution of this Agreement, such appointment to continue (unless previously terminated under Clause 11 below) until terminated by either party upon the expiry of not less than two years' written notice given to the other. 3. Investment Management (1) The Manager shall undertake with regard to such Investments as may from time to time be notified to and agreed with the Manager (the "Relevant Investments"), the duties normally performed by investment managers, subject to the policy directions and overall guidelines from time to time notified to the Manager by the Board, and in particular but without in any way prejudicing the generality of the foregoing shall on behalf of the Company: (a) keep under constant review the Relevant Investments from time to time held by the Company; (b) be entitled (at its absolute discretion and without obtaining the prior written permission of the Company) to withdraw deposits, to effect purchases and sales and other transactions in respect of Relevant Investments and subscriptions to issues of Relevant Investments, to enter into underwriting commitments in relation to Relevant Investments on behalf of the Company and otherwise to invest, realise and re-invest the Portfolio in relation to Relevant Instruments and exercise all rights attaching to Relevant Investments comprised therein and in each such case to charge the amounts payable to the Portfolio; (c) search out and evaluate investment opportunities in Relevant Investments for the Company; (d) analyse the progress of companies in which the Company has made Relevant Investments; - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 27 of 36 - ------------------------------ ------------------------------- (e) submit to the Board such reports and information regarding Relevant Investments as the Board shall reasonably require; and (f) recommend to the Board any future developments or changes to the investment policy of the Company which the Manager may consider to be advisable. (2) The Board shall procure that Christopher Mills consults with the Manager prior to making investment decisions on behalf of the Company relating to unlisted investments. If the Manager objects to any such investment decisions proposed by Christopher Mills it may notify the Board and the Board shall use reasonable endeavours to convene a Board meeting to consider the matter prior to the proposed investment decision being implemented. 4. Administration and other facilities The Manager shall provide the Company with the following services and facilities: (a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or such other office as may be agreed by the Company with the Manager and such office shall be used as the registered and principal office of the Company and there shall be available there a suitable room (upon the giving of not less than five days' prior notice or such shorter notice as may be agreed from time to time) for the holding of meetings of the Board but nothing in this Agreement shall be construed or have effect as constituting the relationship of landlord and tenant between the Manger and the Company and the Company shall be a bare licensee of the Manager; (b) all financial, accountancy, secretarial, clerical and other administrative services of any kind necessary for the conduct of the affairs of the Company; (c) keeping on behalf of the Company such books, records and statements to give a complete record of all transactions carried out by the Company in relation to the investment, realisation and re-investment of the Portfolio and such other books, records and statements as may be required to give a complete record of all other transactions carried out by the Company and as will enable the Company to publish yearly and half-yearly the report and accounts of the Company as required by the regulations of The Stock Exchange; (d) acting as Secretary to the Company, attending all meetings of the Board and performing all the duties reasonably expected of a Company Secretary including liaison with The Stock Exchange, preparation and delivery of returns of The Registrar of Companies and the maintenance of all statutory books other than the register of members; (e) all necessary equipment and personnel with a proper and adequate standard of proficiency and experience to enable the Manger to carry out its functions under this Agreement; and - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 28 of 36 - ------------------------------ ------------------------------- (f) the Manager shall permit such of its employees (if any) as the Company may reasonably request to be Directors of the Company. 5. Ancillary Powers of Manager The Manager may on behalf of the Company in respect of Relevant Investments: (a) issue orders and instructions to the Company's bankers and custodians with respect to the disposition of securities and moneys of the Company provided always that any such disposition shall at all times be subject to and effected in accordance with the arrangements for the time being in force between the Company and its bankers and custodians; (b) exercise any voting rights attached to the securities included in the Investments in pursuance of the policy agreed and established by the Board from time to time; and (c) issue instructions to and consult the auditors and legal advisers of the Company regarding any matter or thing relating to Investments including (where the Board thinks fit) institution of legal proceedings. 6. Further obligations of the Manager (1) The Manager shall, and shall procure that its representatives, employees and delegates shall, obey and comply with all lawful orders and directions in relation to the Manager's obligations under this Agreement given to it or them from time to time by the Board and shall observe and comply with the Memorandum and Articles of Association of the Company as from time to time amended and with all resolutions of the Board or the Company of which they are informed. (2) In particular, all activities engaged in by the Manager or any representative, employee or delegate of the Manager on behalf of the Company shall at all times be subject to the overall control of and review by the Board and without limiting the generality of the foregoing the Board shall set out the investment policy of the Company specifying the manner in which it wishes the Manger to give effect to such policies. (3) The Board shall instruct the Manager as to the exercise of the voting rights attached to the securities in the Portfolio and may: (a) prohibit the Manager from investing for the account of the Company in any particular security or class of securities; (b) require the Manager to sell any security or class of securities or (subject to the availability of funds) to purchase any security or class of securities; and (c) withdraw any part of the assets of the Company from the management of the Manager (but without thereby reducing the fee payable to the Manager under this Agreement) for any reason whatsoever. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 29 of 36 - ------------------------------ ------------------------------- 7. Custody (1) Unless it receives contrary instructions from the Company, the Manager shall make arrangements for the safekeeping of all cash, securities or other assets in the Portfolio for the account of the Company in accordance with this Clause 7 provided that the obligations of the Manager under this Clause 7 shall not apply in relation to any cash or other assets of the Company until the cash or assets concerned have been made available to the Manager following execution of this Agreement. Insofar as the Manager holds assets comprised in the Portfolio (or documents of title relating to such assets), it shall do so separately from its own assets and on trust for the Company. (2) The Manager shall arrange for (i) any uninvested cash to be held in the Company's name in one or more accounts with Bank of Scotland or other first class banks approved by the Company and (ii) all securities to be held in custody accounts in the Company's name at Bank of Scotland or other reputable custodians approved by the Company. (3) The Manager shall make arrangements for: (a) the collection of all income and principal with respect to the Portfolio and credit cash receipts to the bank accounts referred to above; (b) the exchange of securities where the exchange is purely ministerial (including the exchange of temporary securities for those in definitive form and the exchange of warrants for, or other documents of entitlement to securities for, the securities themselves); (c) the surrender of securities at maturity or when called for redemption against payment therefor. (4) The Manager shall notify any bank or custodian holding property comprised in the Portfolio that it is not the Manager's property. (5) The Manager shall have no right of lien or set-off or any right of retention with respect to any Investments held in the Portfolio. (6) All proxies or similar requests for consent and all notices (other than of a routine or immaterial nature) received by the Manager relating to securities held in the Portfolio are to be forwarded to the Company or are to be dealt with in accordance with instructions given by the Company from time to time. 8. Management charge and expenses (1) The Company shall pay to the Manager as remuneration for the provision of its services hereunder a fee payable annually in arrears on 31st December in each year and calculated at the rate of 0.25 per cent per annum (plus value added tax) by reference to the Net Asset Value (calculated on a gross assets basis) as at 30th September, the first such payment, being a pro rata part of the annual fee, to be made on 31st December 1993 in respect of the period from the date of this Agreement to 30th September, 1993. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 30 of 36 - ------------------------------ ------------------------------- On termination of this Agreement a pro rata fee shall be payable for any part of the year to 30th September for which this Agreement is in force, payable on the 31st December next following termination. (2) The Company shall bear the expenses of any kind incurred by or on behalf of the Manager in the carrying out of its duties and the provision of services and facilities hereunder, save for telex, telephone and other routine communication charges and the costs of providing normal office accommodation and secretarial and clerical staff for the normal performance of those duties. (3) The Manager shall also be entitled to additional fees, calculated on a time basis, for services provided in connection with any transactions involving the Company and/or any of its subsidiaries outside the ordinary course of business including in particular any issue of shares, debentures or other securities or any reorganization, redemption, consolidation, sub-division or other alteration of capital or any takeover, acquisition or disposal of or by the Company and/or any of its subsidiaries. (4) An amount equal to any amount payable to the Manager pursuant to this Clause shall be paid by the Company to the Manager promptly after delivery to the Company by the Manager of an invoice giving reasonable details in respect thereof. Notwithstanding the foregoing, the Manager shall be entitled, without delivery of an invoice as aforesaid, to charge any such amount to the Portfolio subject to notifying the Company in writing of the amount promptly thereafter. (5) For the purpose of this Clause 8 "Net Asset Value" shall mean the amount of the fixed and current tangible assets of the Company (other than shares in its subsidiaries) and its subsidiaries after deducting therefrom an amount equal to the current liabilities and the borrowings or other indebtedness in the nature of borrowings (except for borrowings repayable after an initial term of more than three years) of the Company and its subsidiaries as reasonably determined by the Manager. 9. Subsidiaries If the Company has at any time one or more subsidiaries then, unless otherwise directed by the Board, the Manager shall in addition provide the same services to such subsidiaries as it provides hereunder to the Company. 10. Freedom to act The services of the Manager to the Company under this Agreement shall not be exclusive and the Manager shall be free to render similar services to others and nothing in this Agreement shall preclude the Manager from having dealings with or on behalf of the Company either on its own account or on account of its clients or others or make it accountable to the Company in respect of any profit or commission from any such dealings. 11. Termination - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 31 of 36 - ------------------------------ ------------------------------- (1) If: (a) either party shall commit any substantial or continuing material breach of this Agreement and (where such breach is capable of remedy) fail to remedy such a breach within thirty days of being given written notice of it by the other party; or (b) either party shall have a receiver or administrator appointed over the whole or any part of their assets or a resolution is passed or an order made for the winding-up of such party other than as mentioned in sub-clause (2) below, the other party shall be entitled to terminate the appointment under this Agreement forthwith by giving written notice of termination to such party. (2) On termination of the appointment of the Manager, the Manager shall be entitled to receive all fees and other money accrued due up to the date of such termination but shall not be entitled to compensation in respect of termination (except where such appointment is terminated by the Manager in accordance with sub-clause (1)(a) of this Clause or by the Company in breach of Clause 2) and the Manager shall deliver to the Company or as it shall direct, all books of account, records, registers, correspondence, documents and assets belonging to the Company or any subsidiary in possession of or under the control of the Manager and take all necessary steps to vest in the Company any assets previously held in the name of or to the order of the Manager on behalf of the Company or any subsidiary. (3) The Manager shall also be entitled to terminate its appointment on giving four months' notice to the Company if either the Board fails to procure that Christopher Mills consults with the Manager in accordance with Clause 3(2) or if the Manager has objected to an investment proposed by Christopher Mills and has given notice to the Board under Clause 3(2), but the Board has approved the proposal. 12. Confidentiality and records (1) Neither party shall during the continuance of this Agreement or after its termination disclose to any person, firm or company whatsoever (except with the authority of the other party or unless ordered to do so by The Stock Exchange, the Panel on Takeovers and Mergers or by a regulatory body or court of competent jurisdiction) any information relating to the business, Portfolio, finances or other matters of a confidential nature of the other party of which it may in the course of its duties under this Agreement or otherwise become possessed and each party shall use all reasonable endeavors to prevent any such disclosure. (2) All books, statistical records, accounts, contract notes, correspondence and other documents relating to the business and affairs of the Company shall be the exclusive property of the Company and the Manager shall when reasonably requested produce the same to the Company or its employees, agents or auditors together with any information within the knowledge of the Manager in relation thereto. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 32 of 36 - ------------------------------ ------------------------------- 13. Reports and valuations (1) The Manager shall provide the Company with regular monthly statements and valuations in respect of the Portfolio as at dates selected by the Company provided that the Company shall supply valuations to the Manager in respect of unlisted investments (not being Relevant Investments). The valuations provided by the Manager shall be in accordance with procedures and on a basis reviewed by the Company's auditors and as required by law or the regulations of The Stock Exchange. The reference currency will be pounds sterling for such documents. (2) Statements of the contents for the Portfolio prepared in accordance with the IMRO Rules will be provided on a quarterly basis in respect of quarterly periods of account. 14. Notices Any notice to be given under this Agreement may be served personally or by post at the registered office of the party to be served and in the case of service of first class post shall be deemed duly served twenty-four hours after posting and proof of posting shall be proof of delivery. 15. Liability and Indemnity (1) Subject to the terms of this Agreement, the Manager shall be under no liability to the Company for any loss, costs or damages which may arise in connection with the conduct of its duties hereunder or the custody of the Investments or for any depreciation in the value of any Investments or their safe custody unless due to wilful default or negligence on its part. (2) The Company shall indemnify the Manager and keep it indemnified against any costs, claims, demands or proceedings made by any person and in any way arising from its appointment hereunder unless due to wilful default or negligence on its part. The Manager agrees promptly to inform the Company in writing of any event which comes to its notice as a result of which the Company might become liable to indemnify the Manager under this Clause. 16. Assignment Neither party hereto shall be entitled to assign or otherwise part with any interest in this Agreement unless the prior written consent of the other has been obtained except that, if either party transfers the whole or a substantial part of its undertaking and property to another company as part of a reconstruction or amalgamation, that party may by written notice to the other transfer all its rights and obligations under this Agreement to that other company. 17. Governing law This Agreement is governed by and shall be construed in accordance with the laws of England to the jurisdiction of whose Courts the parties irrevocably submit. - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 33 of 36 - ------------------------------ ------------------------------- IN WITNESS of which each of the parties has executed this Agreement on the date first mentioned on page 1. SIGNED by J.J. Nelson ) ) /s/ James J. Nelson on behalf of ) LEVERAGED OPPORTUNITY TRUST PLC ) in the presence of: ) SIGNED by R.C.O. Hellyer ) ) /s/ R.C.O. Hellyer on behalf of ) J O HAMBRO & PARTNERS LIMITED ) in the presence of: ) - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 34 of 36 - ------------------------------ ------------------------------- JOINT FILING AGREEMENT - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 35 of 36 - ------------------------------ ------------------------------- JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D dated December __, 1999 with respect to the shares of common stock, $0.01 par value, of Barringer Technologies Inc. and any further amendments thereto executed by each or any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Date: December 3, 1999 LIONHEART GROUP, INC. By: /s/ C. Duncan Soukup -------------------------------------- Name: C. Duncan Soukup Title:President Date: December 3, 1999 J O HAMBRO CAPITAL MANAGEMENT (HOLDINGS) LIMITED By:/s/ R.G. Barrett -------------------------------------- Name: R.G. Barrett Title: Director Date: December 3, 1999 J O HAMBRO CAPITAL MANAGEMENT LIMITED By: /s/ R.G. Barrett -------------------------------------- Name: R.G. Barrett Title: Director Date: December 3, 1999 AMERICAN OPPORTUNITY TRUST PLC By: J O Hambro Capital Management Limited, Its investment advisor By: /s/ Christopher Mills -------------------------------------- Name: Christopher Mills Title: Director - ------------------------------ ------------------------------- CUSIP No. 68509603 13D Page 36 of 36 - ------------------------------ ------------------------------- Date: December 3, 1999 CHRISTOPHER MILLS /s/ Christopher Mills ------------------------------- Christopher Mills -----END PRIVACY-ENHANCED MESSAGE-----