-----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, KIseQTcLoFFQbNWGqRLFnrP9k+TZu8ucUDevYI7+h6XBZZbxGTzvaSubCTht5aLi xfrW8dbFzb/miKOmsBPU4w== 0000898430-99-003123.txt : 19990809 0000898430-99-003123.hdr.sgml : 19990809 ACCESSION NUMBER: 0000898430-99-003123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19990722 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON RESPIRATORY CARE INC CENTRAL INDEX KEY: 0001061893 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 951867330 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-56097 FILM NUMBER: 99680017 BUSINESS ADDRESS: STREET 1: 27711 DIAZ RD STREET 2: P O BOX 9020 CITY: TEMECULA STATE: CA ZIP: 92589 BUSINESS PHONE: 9096765611 MAIL ADDRESS: STREET 1: 27711 DIAZ RD STREET 2: P O BOX 9020 CITY: TEMECULA STATE: CA ZIP: 92589 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported) July 22, 1999 ------------------------------- Hudson Respiratory Care Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 333-56097 95-1867330 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 27711 Diaz Road, P.O. Box 9020, Temecula, CA 92589 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (909) 676-5611 ---------------------------- Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 2. Acquisition or Disposition of Assets. (a) On July 22, 1999, the Registrant, through its indirect, wholly- owned subsidiary Steamer Holding AB, a company organized under the laws of Sweden ("Steamer"), acquired a majority of the outstanding capital stock of Louis Gibeck AB, a company organized under the laws of Sweden ("LGAB"). Pursuant to a series of private purchases and a tender offer consummated pursuant to Swedish law, Steamer acquired 604,000 shares of Class A stock and 2,452,838 shares of Class B stock representing approximately 82.1% of the capital and 62.9% of the voting power of LGAB at a price of 115 Swedish krona (approximately $13.60 at the July 22 exchange rate) per share of Class A stock and Class B stock for an aggregate cash purchase price of approximately $44.0 million. In addition, on August 5, 1999, Steamer acquired an additional 483,750 shares of Class A stock of LGAB from River Holding Corp., a Delaware corporation and the parent of Steamer and the Registrant ("River"), which shares River acquired in a private transaction in exchange for 525,042 shares of common stock of River ("River Common Stock"). The exchange ratio for the Class A stock was the same as the effective price per share of the shares acquired in the tender offer. After giving effect to this exchange and the conversion of the Series A stock acquired by Steamer in the tender offer into Series B stock, Steamer holds approximately 95.1% of the capital and 97.7% of the voting power of LGAB. The Registrant intends that Steamer, through continuing purchases and a statutory freezeout and appraisal procedure under Swedish law, will acquire the remaining outstanding shares of LGAB as soon as practicable. The cash for the purchase price and certain related transaction costs was funded with (i) $22.0 million in gross proceeds from the sale of River Common Stock to the majority stockholder of River, (ii) a $22.0 million loan from the majority stockholder of River to Steamer's parent, HRC Holding Inc., a Delaware corporation and a wholly-owned subsidiary of the Registrant ("HRCH"), and (iii) funding of 50 million Swedish krona (approximately $5.9 million) pursuant to the terms of a Loan Facility Agreement between Steamer and Svenska Handelsbanken AB. The LGAB purchase price was arrived at by means of arm's length bargaining among the parties to the acquisition. In September 1998, the Registrant acquired certain assets of Gibeck, Inc., a subsidiary of LGAB, for approximately $3.35 million. In conjunction with that transaction, the Registrant became the exclusive North American distributor of LGAB's "Heat Moisture Exchange" ("HME") product line. Prior to the acquisition, there was no other material relationship between LGAB and the Registrant, River, HRCH, Steamer or any of their affiliates, or any director, officer or shareholder of the foregoing. (b) Founded in 1954, LGAB develops, manufactures and markets medical device products which humidify, heat and filter a patient's breathing gases during anesthesia and intensive care. LGAB is a market leader in the area HME products, with an approximately 25% share of the world market. Following the acquisition, the Registrant intends to continue LGAB's operations in substantially the same manner as conducted prior to the acquisition. 1 Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The financial statements of LGAB required to be filed as part of this Report will be provided by amendment within 60 days from the date of this Report. (b) Pro forma financial information. The pro forma financial statements required to be filed as part of this Report will be provided by amendment within 60 days from the date of this Report. (c) Exhibits. 2.1 Agreement dated May 7, 1999 between Sten Gibeck, the Registrant and River. 2.2 Agreement dated May 7, 1999 between Euroventures Nordica I B.V., the Registrant and River. 2.3 Agreement dated May 7, 1999 between Forsakrings AB Skandia and Livforsakrings AB Skandia, the Registrant and River. 2.4 Agreement dated May 7, 1999 between Maud Gibeck, the Registrant and River. 2.5 Stock Subscription Agreement dated August 4, 1999 between Sten Gibeck, River, FS Equity Partners III, L.P., FS Equity Partners International, L.P. and FS Equity Partners IV, L.P. 2 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 6, 1999 HUDSON RESPIRATORY CARE INC. By: /s/ Jay R. Ogram ------------------------------- Jay R. Ogram Chief Financial Officer 3 EX-2.1 2 AGREEMENT DATED MAY 7, 1999 BETWEEN STEN GIBECK EXHIBIT 2.1 Agreement No. 1 entered into this day of 7 May 1999 between: Hudson RCI "Hudson", its parent River Holding Corp, "River" and/or its affiliates, (collectively the "Purchaser", as the context may require); and Sten Gibeck, (the "Seller") jointly hereinafter referred to as the Parties; WHEREAS: the Purchaser intends to initiate a public cash offer in accordance with the NBK Take-over-Recommendation (the "Offer", and "to Offer", as the context may require) to acquire all outstanding shares in Louis Gibeck AB (the "Company") at an offer price of SEK 115 per share for the B-shares and the A-shares in the Company (the "Offer Price"); such intention to Offer to be publicly announced soonest hereafter and no later than on May 17, 1999 before the Stockholm Stock Exchange open. WHEREAS: the Seller is the owner of 483.750 A-shares and 45.390 B-shares in the Company (the "A-shares", and the "B-shares", respectively); WHEREAS: the Seller wishes to participate as shareholder in the combined group of Hudson and the Company, to the effect that the Purchaser is willing to offer the Seller newly issued shares in River as consideration for all the Seller's A-shares in a transaction parallel to, conditional upon and to be settled immediately prior to completion of the Offer. Now therefore the Parties have agreed as follows. 1. The Seller hereby irrevocably undertakes to exchange or under the circumstances referred to in 1(ii) sell his A-shares subject to and in accordance with the below terms and conditions: (i) The Seller's undertaking to so exchange or sell A-shares shall be subject to the intention to Offer being publicly announced, no later than on May 17, 1999. (ii) The Seller shall receive such number of common shares in River, as will equal a value at the time of exchange of all the Seller's A-shares and valued at SEK 115 per share. The market value per common share in River (the "Market Value") will be determined by independent valuers, being Ernst & Young or such other leading accounting firm as the Parties will mutually agree. The relevant foreign exchange rate as officially quoted by Svenska Handelsbanken, shall be determined on the business day before such share exchange. Should the Market Value show a value of less than US$ 9, then the Seller shall have the option to exchange on the basis of a share value of US$ 9 irrespectively of the Market Value or to elect to receive SEK 115 per share for all of his A-shares. The Seller's obligation to complete any exchange hereunder shall be subject to the Offer being declared unconditional. (iiI) The Parties recognise that the Purchaser's intention to announce and initiate the Offer is subject to undertakings to tender being obtained prior to such contemplated announcement from Euroventures Nordica I B.V., Forsakrings AB Skandia, Livforsakrings AB Skandia and Maud Gibeck (the "Other Main Sellers"). (iv) The intention to Offer shall be publicly announced by way of a press release to be prepared by the Purchaser in consultation with the Seller. Accordingly, the Seller recognises that the Purchaser's obligation to make the Offer shall be subject to the following conditions, namely: (a) that the Offer will be accepted by shareholders -- including the Seller and the Other Main Sellers -- to an extent whereby the Purchaser will obtain shares representing more than 90% of the votes and 90% of the capital in the Company; such condition however being waivable by the Purchaser (the "Minimum Condition"); (b) that the obligation to Offer is subject to the Purchaser arranging satisfactory financing for the aggregate amount of cash pursuant to the Offer, such Offer condition to be waivable by the Purchaser (the "Financing Condition"); such Financing Condition, however, vis-a-vis the Seller must be satisfied on or before 21 June 1999, to the effect that the Seller shall no longer be obliged to exchange or sell his A-shares hereunder, should such Financing Condition not have been waived prior to such date; (c) that antitrust and other regulatory consents (if any) be obtained (the "Regulatory Condition"); (d) that the acquisition, prior to the public announcement that the Offer is being completed, is not rendered partly or wholly impossible or significantly impeded as a result of legislation, a court ruling, any decision of a public authority or by comparable circumstances in Europe, the US or Malaysia, as is reasonably likely at the time of such determination to become effective, or by any other circumstance beyond the Purchaser's control (the "Material Adverse Change Condition"); (e) that the Purchaser will be allowed to conduct confirmatory due diligence in respect of the Company and its business and will be satisfied that the result of such due diligence shall be consistent in all material respects, in relation to the Company taken as a whole, with information related to the Company previously provided to the Purchaser as to the condition, financial and otherwise, of the Company's business, operating results, assets, 2 liabilities and prospects (The "Due Diligence Condition"). The Due Diligence Condition must be exercised reasonably and disregard any impact resulting primarily from the Offer itself. 2. The Purchaser, subject to the conditions referred to under 1(iv)(a)- (e) above, undertakes to prepare, register and make publicly available an Offer Document Prospectus (the "Prospectus") -- thereby implementing the Offer and opening up its acceptance period in accordance with relevant Swedish regulation - -- no later than on 21 June 1999. The Purchaser agrees that the Offer so made by virtue of the Prospectus will not remain subject to the Financing Condition or the Due Diligence Condition. 3. The Parties appreciate that FS Equity Partners IV, L.P., a shareholder of River, is prepared to issue a put-option for a period 90 days from the Offer, or such longer time as may be agreed, in the Seller's favour in respect of a certain portion (not exceeding 60%) of the common shares of River to be received hereunder at a price per share equal to the price per River share used in the exchange in 1(ii) above, in order to provide the Seller with an orderly secondary market for the otherwise unlisted stock of River. Such put-option is separate from the Offer and this Agreement and shall not be construed as any part of or condition for the sale and purchase transaction hereunder. 4. The Parties agree to cooperate in good faith and agree to make any required filing and any public announcements concerning this Agreement and the transactions referred to herein. The Seller specifically agrees that his undertaking hereunder to exchange his A-Shares may be made public in the press release and the Prospectus to be issued by the Purchaser. 5. The Seller will not encourage any third party to proceed with any public offer for shares in the Company or with a private purchase of any shares of the Company (except the Sellers' B-shares), to the effect inter alia that the Seller will not assist in the provision of any non-public information related to the Company to any such third party (save as required by law). Should the Seller be approached by a third party for such purpose, the Seller will promptly inform the Purchaser with respect to the nature of such approach and the identity of such third party. 6. The Purchaser agrees not to dispose of its shares in the Company, without the Seller's consent, for a period of 12 months from completion of the Offer unless the Purchaser has become the owner of more than 90% of the capital of the Company. 7. The Parties agree to cooperate in order to improve the structure (however not the price) of the Offer prior to announcement. 3 8. This Agreement is governed by Swedish law and any disputes shall be settled by arbitration in Stockholm in accordance with the Swedish Arbitration Act. ____________________ Dated this 7 day May 1999 /s/ /s/ - --------------------------------- -------------------------------------------- Sten Gibeck Hudson RCI /s/ -------------------------------------------- River Holding, Inc. 4 EX-2.2 3 AGREEMENT DATED 5-7-1999 BETWEEN EUROVENTURES EXHIBIT 2.2 Agreement No. 2 entered into this day of 7 May 1999 between: Hudson RCI "Hudson", its parent River Holding Corp. "River" and/or its affiliates, (collectively the "Purchaser", as the context may require); and Euroventures Nordica I B.V., (the "Seller") jointly hereinafter referred to as the Parties; WHEREAS: the Purchaser intends to initiate a public cash offer in accordance with the NBK Take-over-Recommendation (the "Offer", and "to Offer", as the context may require) to acquire all outstanding shares in Louis Gibeck AB (the "Company") at an offer price of SEK 115 per share for the B-shares and the A-shares in the Company (the "Offer Price"); such intention to Offer to be publicly announced soonest hereafter and no later than on May 17, 1999 before Stockholm Stock Exchange open. WHEREAS: the Seller is the owner of 441.500 A-shares and 278.900 B-shares in the Company (the "A-shares", and the "B-shares", respectively, and jointly the "Shares"); WHEREAS: the Seller is positive to the contemplated Offer and is willing to commit to tender its shares in the Offer if and when made in accordance with the Parties' understanding herein. Now therefore the Parties have agreed as follows. 1. The Seller hereby irrevocably undertakes to tender and sell its A- shares and B-shares in the Offer, subject to and in accordance with the below terms and conditions: (i) The Seller's undertaking to so tender its A-shares and B-shares shall be subject to the intention to Offer being publicly announced, no later than on May 17, 1999. (ii) The Parties recognise that the Purchaser's intention to announce and make the Offer is subject to an undertaking to tender being obtained prior to such contemplated announcement from Maud Gibeck, Forsakrings AB Skandia and Livforsakrings AB Skandia, as well as an undertaking from Sten Gibeck to exchange his A-shares into shares in River or under certain circumstances sell (Sten Gibeck, Maud Gibeck, Livforsakrings AB Skandia and Forsakrings AB Skandia jointly referred to as the "Other Main Sellers"). (iii) The intention to Offer shall be publicly announced by way of a press release. Accordingly, the Seller recognises that the Purchaser's obligation to make the Offer shall be subject to the following conditions, namely: (a) that the Offer will be accepted by shareholders -- including the Seller and the Other Main Sellers -- to an extent whereby the Purchaser will obtain shares representing more than 90% of the votes and 90% of the capital in the Company; such condition however being waivable by the Purchaser (the "Minimum Condition"); (b) that the obligation the Offer is subject to the Purchaser arranging satisfactory financing for the aggregate amount of cash pursuant to the Offer, such Offer condition to be waivable by the Purchaser (the "Financing Condition"); such Financing Condition, however, vis-a-vis the Seller must be satisfied on or before 21 June 1999, to the effect that the Seller shall no longer be obliged to sell his A-shares and his B-shares hereunder, should such Financing Condition not have been waived prior to such date; (c) that antitrust and other regulatory consents (if any) be obtained (the "Regulatory Condition"); (d) that the acquisition, prior to the public announcement that the Offer is being completed, is not rendered partly or wholly impossible or significantly impeded as a result of legislation, a court ruling, any decision of a public authority or by comparable circumstances in Europe, the US or Malaysia, as is reasonably likely at the time of such determination to become effective, or by any other circumstance beyond the Purchaser's control (the "Material Adverse Change Condition"); (e) that the Purchaser will be allowed to conduct confirmatory due diligence in respect of the Company and its business and will be satisfied that the result of such due diligence shall be consistent in all material respects, in relation to the Company taken as a whole, with information related to the Company previously provided to the Purchaser as to the condition, financial and otherwise, of the Company's business, operating results, assets, liabilities and prospects (The "Due Diligence Condition"). The Due Diligence Condition must be exercised reasonably and disregard any impact resulting primarily from the Offer itself. 2. The Purchaser, subject to the conditions referred to under 1(iv)(a)- (e) above, undertakes to prepare, register and make publicly available an Offer Document Prospectus (the "Prospectus") -- thereby implementing the Offer and opening up its acceptance period in accordance with relevant Swedish regulation - -- no later than on 21 June 1999. The Purchaser agrees that the Offer so made by virtue of the Prospectus will not remain subject to the Financing Condition or the Due Diligence Condition. 2 3. The Seller is aware of the Agreement between the Purchaser and Sten Gibeck for the exchange of his shares of the Company into shares in River, and has no objection as to the different consideration offered to him. 4. The Parties agree to cooperate in good faith and agree to make any required filing and any public announcements concerning this Agreement and the transactions referred to herein. The Seller specifically agrees that his undertaking to accept the Offer in respect of its Shares may be made public in the press release to be issued by the Purchaser. 5. The Seller will not encourage any third party to proceed with any public offer for shares in the Company or with a private purchase of any such shares, to the effect inter alia that the Seller will not assist in the provision of any non-public information related to the Company to any such third party. Should the Seller be approached by a third party for such purpose, the Seller will promptly inform the Purchaser. 6. This Agreement is governed by Swedish law and any disputes shall be settled by arbitration in Stockholm in accordance with the Swedish Arbitration Act. ____________________ Dated this 7 day May 1999 /s/ /s/ - --------------------------- ------------------------------------ Euroventures Nordica I B.V. Hudson RCI /s/ ------------------------------------ River Holdings, Inc. 3 EX-2.3 4 AGREEMENT DATED 5-7-1999 BETWEEN FORSAKRINGS EXHIBIT 2.3 Agreement No. 3 entered into this day of 7 May 1999 between: Hudson RCI "Hudson", its parent River Holding Corp. "River" and/or its affiliates, (collectively the "Purchaser", as the context may require); and Forsakrings AB Skandia and Livforsakrings AB Skandia, (the "Seller") jointly hereinafter referred to as the Parties; WHEREAS: the Purchaser intends to initiate a public cash offer in accordance with the NBK Take-over-Recommendation (the "Offer", and "to Offer", as the context may require) to acquire all outstanding shares in Louis Gibeck AB (the "Company") at an offer price of SEK 115 per share for the B-shares and the A-shares in the Company (the "Offer Price"); such intention to Offer to be publicly announced soonest hereafter and no later than on May 17, 1999 before Stockholm Stock Exchange open. WHEREAS: the Seller is the owner of 15.000 A-shares and 507.300 B-shares in the Company (the "A-shares", and the "B-shares", respectively, and jointly the "Shares"); WHEREAS: the Seller is positive to the contemplated Offer and is willing to commit to tender its shares in the Offer if and when made in accordance with the Parties' understanding herein. Now therefore the Parties have agreed as follows. 1. The Seller hereby irrevocably undertakes to tender and sell its A- shares and B-shares in the Offer, subject to and in accordance with the below terms and conditions: (i) The Seller's undertaking to so tender its A-shares and B-shares shall be subject to the intention to Offer being publicly announced, no later than on May 17, 1999. (ii) The Parties recognise that the Purchaser's intention to announce and make the Offer is subject to an undertaking to tender being obtained prior to such contemplated announcement from Maud Gibeck and Euroventures Nordica I B.V., as well as an undertaking from Sten Gibeck to exchange his A-shares into shares in Riven or under certain circumstances sell (Sten Gibeck, Maud Gibeck and Euroventures Nordica I B.V. jointly referred to as the "Other Main Sellers"). (iii) The intention to Offer shall be publicly announced by way of a press release. Accordingly, the Seller recognises that the Purchaser's obligation to make the Offer shall be subject to the following conditions, namely: (a) that the Offer will be accepted by shareholders -- including the Seller and the Other Main Sellers -- to an extent whereby the Purchaser will obtain shares representing more than 90% of the votes and 90% of the capital in the Company; such condition however being waivable by the Purchaser (the "Minimum Condition"); (b) that the obligation the Offer is subject to the Purchaser arranging satisfactory financing for the aggregate amount of cash pursuant to the Offer, such Offer condition to be waivable by the Purchaser (the "Financing Condition"); such Financing Condition, however, vis-a-vis the Seller must be satisfied on or before 21 June 1999, to the effect that the Seller shall no longer be obliged to sell his A-shares and his B-shares hereunder, should such Financing Condition not have been waived prior to such date; (c) that antitrust and other regulatory consents (if any) be obtained (the "Regulatory Condition"); (d) that the acquisition, prior to the public announcement that the Offer is being completed, is not rendered partly or wholly impossible or significantly impeded as a result of legislation, a court ruling, any decision of a public authority or by comparable circumstances in Europe, the US or Malaysia, as is reasonably likely at the time of such determination to become effective, or by any other circumstance beyond the Purchaser's control (the "Material Adverse Change Condition"); (e) that the Purchaser will be allowed to conduct confirmatory due diligence in respect of the Company and its business and will be satisfied that the result of such due diligence shall be consistent in all material respects, in relation to the Company taken as a whole, with information related to the Company previously provided to the Purchaser as to the condition, financial and otherwise, of the Company's business, operating results, assets, liabilities and prospects (The "Due Diligence Condition"). The Due Diligence Condition must be exercised reasonably and disregard any impact resulting primarily from the Offer itself. 2. The Purchaser, subject to the conditions referred to under 1(iv)(a)- (e) above, undertakes to prepare, register and make publicly available an Offer Document Prospectus (the "Prospectus") -- thereby implementing the Offer and opening up its acceptance period in accordance with relevant Swedish regulation - -- no later than on 21 June 1999. The Purchaser agrees that the Offer so made by virtue of the Prospectus will not remain subject to the Financing Condition or the Due Diligence Condition. 2 3. The Seller is aware of the Agreement between the Purchaser and Sten Gibeck for the exchange of his shares of the Company into shares in River, and has no objection as to the different consideration offered to him. 4. The Parties agree to cooperate in good faith and agree to make any required filing and any public announcements concerning this Agreement and the transactions referred to herein. The Seller specifically agrees that his undertaking to accept the Offer in respect of its Shares may be made public in the press release to be issued by the Purchaser. 5. The Seller will not encourage any third party to proceed with any public offer for shares in the Company or with a private purchase of any such shares, to the effect inter alia that the Seller will not assist in the provision of any non-public information related to the Company to any such third party. Should the Seller be approached by a third party for such purpose, the Seller will promptly inform the Purchaser. 6. This Agreement is governed by Swedish law and any disputes shall be settled by arbitration in Stockholm in accordance with the Swedish Arbitration Act. --------------- Dated this 7 day May 1999 /s/ /s/ - ------------------------- ----------------------- Forsakrings AB Skandia Hudson RCI /s/ /s/ - ------------------------- ----------------------- Livforsakrings AB Skandia River Holding, Inc. 3 EX-2.4 5 AGREEMENT DATED 5-7-1999 BETWEEN MAUD GIBECK EXHIBIT 2.4 Agreement No. 4 entered into this day of 7 May 1999 between: Hudson RCI "Hudson", its parent River Holding Corp. "River" and/or its affiliates, (collectively the "Purchaser", as the context may require); and Maud Gibeck, (the "Seller") jointly hereinafter referred to as the Parties; WHEREAS: the Purchaser intends to initiate a public cash offer in accordance with the NBK Take-over-Recommendation (the "Offer", and "to Offer", as the context may require) to acquire all outstanding shares in Louis Gibeck AB (the "Company") at an offer price of SEK 115 per share for the B-shares and the A-shares in the Company (the "Offer Price"); such intention to Offer to be publicly announced soonest hereafter and no later than on May 17, 1999 before Stockholm Stock Exchange open. WHEREAS: the Seller is the owner of 87.500 A-shares and 7.900 B-shares in the Company (the "A-shares", and the "B-shares", respectively, and jointly the "Shares"); WHEREAS: the Seller is positive to the contemplated Offer and is willing to commit to tender its shares in the Offer if and when made in accordance with the Parties' understanding herein. Now therefore the Parties have agreed as follows. 1. The Seller hereby irrevocably undertakes to tender and sell its A- shares and B-shares in the Offer, subject to and in accordance with the below terms and conditions: (i) The Seller's undertaking to so tender its A-shares and B-shares shall be subject to the intention to Offer being publicly announced, no later than on May 17, 1999. (ii) The Parties recognise that the Purchaser's intention to announce and make the Offer is subject to an undertaking to tender being obtained prior to such contemplated announcement from Euroventures Nordica I B.V., Forsakrings AB Skandia and Livforsakrings AB Skandia, as well as an undertaking from Sten Gibeck to exchange his A-shares into shares in Riven or under certain circumstances sell (Sten Gibeck, Euroventures Nordica I B.V., Livforsakrings AB Skandia and Forsakrings AB Skandia jointly referred to as the "Other Main Sellers"). (iii) The intention to Offer shall be publicly announced by way of a press release. Accordingly, the Seller recognises that the Purchaser's obligation to make the Offer shall be subject to the following conditions, namely: (a) that the Offer will be accepted by shareholders -- including the Seller and the Other Main Sellers -- to an extent whereby the Purchaser will obtain shares representing more than 90% of the votes and 90% of the capital in the Company; such condition however being waivable by the Purchaser (the "Minimum Condition"); (b) that the obligation the Offer is subject to the Purchaser arranging satisfactory financing for the aggregate amount of cash pursuant to the Offer, such Offer condition to be waivable by the Purchaser (the "Financing Condition"); such Financing Condition, however, vis-a-vis the Seller must be satisfied on or before 21 June 1999, to the effect that the Seller shall no longer be obliged to sell his A-shares and his B-shares hereunder, should such Financing Condition not have been waived prior to such date; (c) that antitrust and other regulatory consents (if any) be obtained (the "Regulatory Condition"); (d) that the acquisition, prior to the public announcement that the Offer is being completed, is not rendered partly or wholly impossible or significantly impeded as a result of legislation, a court ruling, any decision of a public authority or by comparable circumstances in Europe, the US or Malaysia, as is reasonably likely at the time of such determination to become effective, or by any other circumstance beyond the Purchaser's control (the "Material Adverse Change Condition"); (e) that the Purchaser will be allowed to conduct confirmatory due diligence in respect of the Company and its business and will be satisfied that the result of such due diligence shall be consistent in all material respects, in relation to the Company taken as a whole, with information related to the Company previously provided to the Purchaser as to the condition, financial and otherwise, of the Company's business, operating results, assets, liabilities and prospects (The "Due Diligence Condition"). The Due Diligence Condition must be exercised reasonably and disregard any impact resulting primarily from the Offer itself. 2. The Purchaser, subject to the conditions referred to under 1(iv)(a)- (e) above, undertakes to prepare, register and make publicly available an Offer Document Prospectus (the "Prospectus") -- thereby implementing the Offer and opening up its acceptance period in accordance with relevant Swedish regulation - -- no later than on 21 June 1999. The Purchaser agrees that the Offer so made by virtue of the Prospectus will not remain subject to the Financing Condition or the Due Diligence Condition. 2 3. The Seller is aware of the Agreement between the Purchaser and Sten Gibeck for the exchange of his shares of the Company into shares in River, and has no objection as to the different consideration offered to him. 4. The Parties agree to cooperate in good faith and agree to make any required filing and any public announcements concerning this Agreement and the transactions referred to herein. The Seller specifically agrees that his undertaking to accept the Offer in respect of its Shares may be made public in the press release to be issued by the Purchaser. 5. The Seller will not encourage any third party to proceed with any public offer for shares in the Company or with a private purchase of any such shares, to the effect inter alia that the Seller will not assist in the provision of any non-public information related to the Company to any such third party. Should the Seller be approached by a third party for such purpose, the Seller will promptly inform the Purchaser. 6. This Agreement is governed by Swedish law and any disputes shall be settled by arbitration in Stockholm in accordance with the Swedish Arbitration Act. ____________________ Dated this 7 day May 1999 /s/ /s/ - ----------------------------------- ----------------------------------- Maud Gibeck Hudson RCI /s/ ----------------------------------- River Holding, Inc. 3 EX-2.5 6 STOCK SUBSCRIPTION AGREEMENT DATED 8-4-1999 EXHIBIT 2.5 RIVER HOLDING CORP. STOCK SUBSCRIPTION AGREEMENT THIS STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made and entered into as of August 4, 1999 by and among River Holding Corp. ("Holding"), Mr. Sten Gibeck ("Investor") and, for purposes of Sections 6 and 9 hereof only, FS Equity Partners III, L.P., FS Equity Partners International, L.P. and FS Equity Partners IV, L.P. (collectively, the "FS Entities"). R E C I T A L S: - - - - - - - - A. Holding desires to issue to Investor, and Investor desires to acquire from Holding, a number of shares of Common Stock, $0.01 par value per share, of Holding determined as set forth herein ("Common Stock"), in exchange for 483,750 shares of the Class A Stock of Louis Gibeck AB ("LGAB") owned by Investor. B. In connection with the foregoing transaction, and in consideration thereof, Holding, Investor and the FS Entities desire to enter into this Agreement to set forth certain restrictions and agreements pertaining to the Shares and other matters as set forth herein. A G R E E M E N T: - - - - - -- - - - NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and conditions contained herein, the parties agree as follows: 1. Sale and Purchase of Stock. Subject to the conditions and -------------------------- restrictions contained in this Agreement, Holding hereby agrees to issue to Investor, and Investor hereby agrees to acquire from Holding, in exchange for the transfer to Holding by Investor of 483,750 shares of the Class A Stock of LGAB owned by Investor (the "LGAB Shares") shares of Common Stock, calculated using the following formula: 483,750 multiplied by ((a) 115 Swedish krona, divided by (b) the currency exchange rate of Swedish krona to U.S. dollars as officially quoted by Svenska Handelsbanken AB on August 3, 1999); such resulting number to be divided by $12.89 (based on a valuation by Deloitte & Touche) and the result shall equal the number of shares of Common Stock (individually, a "Share," and collectively, the "Shares") to be issued to Investor in exchange for the LGAB Shares. 2. Restriction on Transfer of the Shares. ------------------------------------- (a) Restriction. Except as otherwise provided in Section 4, ----------- Investor may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of (collectively, "Transfer") any of the Shares, or any right, title or interest therein, except in compliance with Sections 3 and 5 hereof. In connection with any public offering (by Holding or any subsidiary) Investor agrees to execute a reasonable lock up agreement (for up to 180 days) covering the Shares. Any purported Transfer or Transfers (including involuntary Transfers initiated by operation of legal process) of any of the Shares or any right, title or interest therein, except in strict compliance with the terms and conditions of this Agreement, shall be null and void. (b) Certain Definitions. For purposes of this Agreement (1) ------------------- the term "Initial Public Offering" means an underwritten public offering which results in gross proceeds to Hudson Respiratory Care Inc. in excess of $25 million from the sale of common stock and (2) the term "Company" means Hudson Respiratory Care Inc. 3. Right of First Refusal. ---------------------- (a) Sales; Notice. Investor may Transfer for cash (and only ------------- for such form of consideration) any or all of the Shares to any third party subject to the provisions of this Section 3, and Sections 6(c) and 8(a) hereof. Prior to any such intended Transfer, Investor shall first give at least 15 days prior written notice (the "Notice") to Holding specifying (i) Investor's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Investor proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Investor proposes to Transfer each Offered Share (the "Proposed Purchase Price"); and (v) all other material terms and conditions of the proposed Transfer. (b) Election by Holding. Within 15 days after receipt of the ------------------- Notice, Holding (or its nominee(s) or assignee(s)) may elect to purchase all but not less than all of the Offered Shares at the price and on the terms and conditions set forth in the Notice by delivery of written notice (the "Election Notice") of such election to Investor, specifying a day, which shall not be more than 30 days after the Election Notice is delivered, on or before which Investor shall surrender (if Investor has not already done so) the certificate or certificates representing the Offered Shares (with a stock assignment or stock assignments duly endorsed in blank for Transfer) at the principal office of Holding. Within 30 days after delivery of the Election Notice to Investor, Holding (or its nominee(s) or assignee(s)) shall deliver to Investor a check, payable to Investor in the amount equal to the product of the Proposed Purchase Price multiplied by the number of Offered Shares (the "First Refusal Price") in exchange for the Offered Shares. If Investor fails to so surrender such certificate or certificates on or before such date, from and after such date the Offered Shares shall be deemed to be no longer outstanding, and Investor shall cease to be a stockholder with respect to such Shares and shall have no rights with respect thereto except only the right to receive payment of the First Refusal Price, without interest, upon surrender of the certificate or certificates therefor (duly endorsed in blank for Transfer). If Holding (or its nominee(s) or assignee(s)) does not elect to 2 purchase all of the Offered Shares, Investor shall be entitled to Transfer the Offered Shares to the transferee(s) named in the Notice at the Proposed Purchase Price or at a higher price and on the terms and conditions set forth in the Notice; provided, however, that such Transfer must be consummated within 90 days after the date of the Notice and any proposed Transfer after such 90-day period may be made only by again complying with the procedures set forth in this Section 4. (c) Termination of Right of First Refusal. All rights provided ------------------------------------- to Holding under this Section 3 shall terminate upon the consummation of an Initial Public Offering. Upon a Transfer of the Shares pursuant to Section 3(b), the rights provided Holding under this Section 3 shall terminate with respect to the Shares (and only those Shares) so Transferred. 4. Permitted Transfers. Investor may, at any time, Transfer any or ------------------- all of the Shares (a) intervivos to Investor's spouse or issue, a trust for their benefit or pursuant to any will or testamentary trust, (b) intervivos to a corporation or other business enterprise, all of the equity interests in which are owned by Investor and/or parties who would be Permitted Transferee if they acquired Shares directly, or (c) upon Investor's death, to any person in accordance with the laws of descent and/or testamentary distribution (such persons or entities are collectively referred to herein as "Permitted Transferees"). As a condition to any Transfer pursuant to this Section 4, the Permitted Transferee must execute a valid undertaking, in form and substance reasonably satisfactory to Holding and the FS Entities, to the effect that the Permitted Transferee and the Shares so Transferred shall thereafter remain subject to all of the provisions of this Agreement as though the Permitted Transferee were a party to this Agreement, bound in every respect in the same way as Investor. Transfers made in accordance with this Section 4 shall not be subject to the provisions of Section 3 of this Agreement. 5. Other Agreements. ---------------- (a) If the FS Entities find a third-party buyer for all of the shares of Common Stock (or Company Common Stock, if the FS Entities hold Company Common Stock) held by them (whether such sale is by way of purchase, exchange, merger or other form of transaction), or if Holding finds a third-party buyer for all of the shares of Company Common Stock held by it (whether such sale is by way of purchase, exchange, merger or other form of transaction), then at the request of the FS Entities or Holding, Investor shall sell all of his or her shares of Common Stock on the same terms and conditions as apply to the sale by Holding of its shares of Company Common Stock or the FS Entities of the Common Stock (or Company Common Stock, if the FS Entities hold Company Common Stock); provided however, that if such buyer is a party other than a corporation whose common stock is publicly-traded, Investor shall not be required to accept consideration other than cash. (b) If the FS Entities find a third-party buyer (other than a permitted transferee of Holding or the FS Entities (as defined in the Shareholders Agreement)), for all or part of the shares of Common Stock (or Company Common Stock, if the FS Entities hold Company Common Stock) held by the FS Entities (whether such sale is by way of purchase, exchange, merger 3 or other form of transaction), the Investor shall have the right to sell, on the terms set forth in a written notice (the "Offering Notice") delivered by the FS Entities to the Investor describing the terms of the proposed sale (including the minimum sale price for the shares of Common Stock ) (or Company Common Stock, if the FS Entities hold Company Common Stock) that the FS Entities plan to sell, that amount of his Shares which constitute the same percentage of his Shares as the percentage of Common Stock (or Company Common Stock, if the FS Entities hold Company Common Stock) sold by the FS Entities, in the aggregate. Each such right shall be exercisable by delivering written notice to the FS Entities within 15 days after receipt of the Offering Notice. Failure to exercise such right within such 15-day period shall be regarded as a waiver of such rights. The obligations of the FS Entities under this Section 5(b) shall terminate upon an Initial Public Offering. The transactions contemplated by Section 7.4 of the Shareholders Agreement shall not give rise to any rights of Investor under this Section 5(b). (c) In addition to the obligations of the Investor to sell the Shares pursuant to Section 5(a) above, the Investor hereby agrees to exchange or otherwise transfer his or her Shares, in the same manner as the FS Entities exchange or otherwise transfer its shares of Common Stock in connection with the transactions contemplated by Section 7.4 of the Shareholders Agreement. Investor hereby consents to any sale, transfer, reorganization, exchange, merger, combination, liquidation, dissolution or other form of transaction described in this Section 5 or as contemplated by Section 7.4 of the Shareholders Agreement and agrees to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale, transfer, reorganization, exchange, merger, combination or other form of transaction. Investor further agrees to timely take such other actions as Holding or the FS Entities or the Company may reasonably request in connection with the approval of the consummation of such sale, transfer, reorganization, exchange, merger, combination or other form of transaction, including voting as a stockholder to approve any such sale, transfer, reorganization, exchange, merger, combination or other form of transaction and waiving any appraisal rights that Investor may have in connection therewith. The Company shall succeed to all of Holding's rights under this Agreement and the rights of the FS Entities under this Agreement shall remain in full force and effect upon consummation of the transactions contemplated by Section 7.4 of the Shareholders Agreement, and Investor shall execute an amendment to this Agreement in form and substance satisfactory to the Company acknowledging the Company's and the FS Entities' rights hereunder. As provided in Section 8(h), this Agreement shall apply to all securities received by Investor in exchange for his or her Shares upon consummation of the transactions contemplated by Section 7.4 of the Shareholders Agreement. (d) The obligations of Investor pursuant to Section 5(a) shall be binding on any transferee of any of the Shares (except a transferee of Shares in a Public Market Sale (as defined below)) and any transfer of any of the Shares shall be void unless a written commitment to be bound by such provisions from such transferee is delivered to Holding and the FS Entities and the Company prior to any transfer. The obligations of Investor pursuant to Section 6(a) shall apply to any securities received in substitution or exchange for the Shares. A "Public Market Sale" shall mean any sale of shares of Common Stock into the public market after an Initial Public Offering, which is 4 made pursuant to Rule 144 promulgated under the Act or pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and shall not include a negotiated private sale transaction or other disposition of shares of Common Stock. 6. Investment Representations. Investor represents and warrants to -------------------------- Holding as follows: (a) Investor's Own Account. Investor is acquiring the Shares for ---------------------- Investor's own account and not with a view to or for sale in connection with any distribution of the Shares. (b) Access to Information. Investor (i) is familiar with the --------------------- business of Holding and its Subsidiaries; (ii) has had an opportunity to discuss with representatives of Holding and its Subsidiaries the condition of and prospects for the continued operation and financing of Holding and its Subsidiaries and such other matters as Investor has deemed appropriate in considering whether to invest in the Shares; and (iii) has been provided access to all available information about Holding and its Subsidiaries requested by Investor. (c) Shares Not Registered. Investor understands that the Shares --------------------- have not been registered under the Act or registered or qualified under the securities laws of any state and that Investor may not Transfer the Shares unless they are subsequently registered under the Act and registered or qualified under applicable state securities laws, or unless an exemption is available which permits Transfers without such registration and qualification. 7. Partial Termination. This Agreement shall terminate with respect ------------------- to those Shares which are acquired by Holding or a third party pursuant to Section 3 hereof, upon such acquisition; provided, however, that with respect to those Shares that are acquired by a third party, the obligations of Section 5 of this Agreement shall survive such termination. 8. Representations and Covenants. ----------------------------- (a) Representations. Investor represents to Holding (i) that he --------------- is the record and beneficial owner of the LGAB Shares being transferred to Holding hereby, free and clear of any lien, encumbrance, charge, option or other claim of any party whatsoever; (ii) that the transfer of the LGAB Shares to Holding by Investor will not violate any agreement, contract or other obligation by which Investor is bound or any law, statute, rule or regulation to which the LGAB Shares or Investor is subject; (iii) that the transfer of the LGAB Shares to Holding will not require any consent, approval, permit, filing, or authorization from any third party, governmental authority or stock exchange on the part of Investor; and (iv) that upon completion of the transfer, Holding will acquire good and marketable title to the LGAB Shares, free of any lien, encumbrance, charge, option or other claim of any other party whatsoever. (b) Transfer. Investor covenants and agrees to take all actions, -------- and to execute and deliver, all instruments that may be necessary or desirable to cause full title to the LGAB 5 Shares to be transferred to Holding as contemplated hereby, subject to the terms and conditions hereof. Investor further agrees to take any further action, and execute any instrument, that Holding may reasonably request to further perfect Holding's title or ownership of the LGAB Shares. 9. Representation on the Board of Directors. ---------------------------------------- (a) The Board. Subject to the terms and conditions of this --------- Section 9, (i) at each annual or special meeting of shareholders of Holding or in any written consent executed in lieu of a shareholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of Holding, the FS Entities agree to exercise, or cause to be exercised, voting rights with respect to the shares of Holding then held of record or beneficially owned by them in such a manner that Investor shall be elected to the Board of Directors of Holding, and (ii) at each annual or special meeting of shareholders of the Company or in any written consent executed in lieu of a shareholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of the Company, Holding agrees to exercise, or cause to be exercised, voting rights with respect to the shares of the Company then held of record or beneficially owned by Holding in such a manner that Investor shall be elected to the Board of Directors of the Company. If necessary, the Boards of Holding and the Company shall elect such additional independent members, if any, as may be required under applicable law or stock exchange requirements or by the National Association of Securities Dealers or underwriters in connection with the Initial Public Offering, and Holding and Investor shall each take all actions necessary in connection therewith. (b) Termination and Assignment. Investor's rights contained in -------------------------- this Section 9 shall terminate upon the sale by Investor or its Permitted Transferees of more than 60% of the Shares to transferees (other than Permitted Transferees) and shall not be assignable other than to Permitted Transferees, and shall likewise terminate on the death of Investor. 10. Miscellaneous. ------------- (a) Legends on Certificates. Any and all certificates now or ----------------------- hereafter issued evidencing shares of Common Stock shall have endorsed upon them a legend substantially as follows: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS UPON TRANSFER AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THAT CERTAIN STOCK SUBSCRIPTION AGREEMENT DATED AS OF AUGUST 4, 1999 BY AND BETWEEN RIVER HOLDING CORP. AND THE ORIGINAL INVESTOR HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE 6 PRINCIPAL EXECUTIVE OFFICES OF RIVER HOLDING CORP." Such certificates shall also bear such legends and shall be subject to such restrictions on transfer as may be necessary to comply with all applicable federal and state securities laws and regulations. (b) Further Assurances. Each party hereto agrees to perform any ------------------ further acts and execute and deliver any documents which may be reasonably necessary to carry out the intent of this Agreement. (c) Notices. Except as otherwise provided herein, all notices, ------- requests, demands and other communications under this Agreement shall be in writing, and if given by telegram, telecopy or telex, shall be deemed to have been validly served, given or delivered when sent, if given by personal delivery, shall be deemed to have been validly served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three business days after deposit in the United States mails, as registered or certified mail, with proper postage prepaid and addressed to the party or parties to be notified, at the following addresses (or such other address(es) a party may designate for itself by like notice): If to Holding: River Holding Corp. c/o Freeman Spogli & Co. Incorporated 11100 Santa Monica Boulevard, Suite 1900 Los Angeles, CA 90025 Fax: (310) 444-1870 If to the FS Entities: Freeman Spogli & Co. Incorporated 11100 Santa Monica Boulevard, Suite 1900 Los Angeles, CA 90025 Fax: (310) 444-1870 If to Investor: Mr. Sten Gibeck Soderforsgrand 15 195 55 Upplands Vasby Sweden Fax: 011 46 8 594 10258 7 (d) Amendments. This Agreement may be amended only by a written ---------- agreement executed by all of the parties hereto. (e) Governing Law. This Agreement shall be governed by and ------------- construed in accordance with the laws of the State of Delaware. (f) Disputes. In the event of any dispute among the parties -------- arising out of this Agreement, the prevailing party shall be entitled to recover from the nonprevailing party the reasonable expenses of the prevailing party including, without limitation, reasonable attorneys' fees and expenses. (g) Entire Agreement. This Agreement and the instruments and ---------------- agreements referenced herein constitute the entire agreement and understanding among the parties pertaining to the subject matter hereof and supersede any and all prior agreements, whether written or oral, relating hereto. (h) Recapitalizations or Exchanges Affecting Holding's Capital ---------------------------------------------------------- Stock. The provisions of this Agreement shall apply to any and all shares of - ----- capital stock or other securities of Holding or any successor or assign of Holding which may be issued in respect of, in exchange for or in substitution of, the Shares by reason of any stock dividend, stock split, reverse split, recapitalization, reclassification, combination, merger, consolidation or otherwise, including as contemplated by Section 7.4 of the Shareholders Agreement, and such shares or other securities shall be encompassed within the term "Shares" for purposes of this Agreement. (i) Successors and Assigns. Holding may assign with absolute ---------------------- discretion any or all of its rights and/or obligations and/or delegate any of its duties under this Agreement to any of its affiliates, successors and/or assigns and this Agreement shall inure to the benefit of, and be binding upon, such respective affiliates, successors and/or assigns of Holding in the same manner and to the same extent as if such affiliates, successors and/or assigns were original parties hereto. Without limiting the foregoing, Holding may assign the Repurchase Option and/or the right of first refusal provided for in Sections 3 and 4 of this Agreement, respectively, to any nominee, affiliate, successor and/or assign. The FS Entities may assign its rights under Section 6 to any of its permitted transferees (as defined in the Shareholders Agreement) or to an investor of shares of Common Stock then owned by the FS Entities. Investor may not assign any or all of its rights and/or obligations and/or delegate any or all of its duties under this Agreement without the prior written consent of Holding and the FS Entities. (j) Headings. Introductory headings at the beginning of each -------- section and subsection of this Agreement are solely for the convenience of the parties and shall not be deemed to be a limitation upon or description of the contents of any such section and subsection of this Agreement. 8 (k) Counterparts. This Agreement may be executed in two ------------ counterparts, each of which shall be deemed an original and both of which, when taken together, shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. HOLDING: RIVER HOLDING CORP. By:/s/ Richard W. Johansen -------------------------------------------- Name: Richard W. Johansen Title: President and Chief Executive Officer INVESTOR: /s/ Sten Gibeck ----------------------------------------------- Sten Gibeck (Signatures continued on the following page) 9 FS ENTITIES: (For purposes of Sections 6 and 9 only) FS EQUITY PARTNERS IV, L.P. By: FS Capital Partners LLC Its: General Partner By: /s/ Charles P. Rullman --------------------------------- Charles P. Rullman FS EQUITY PARTNERS III, L.P. By: FS Capital Partners, L.P. Its: General Partner By: FS Holdings, Inc. Its: General Partner By: /s/ Charles P. Rullman ---------------------------- Charles P. Rullman FS EQUITY PARTNERS INTERNATIONAL, L.P. By: FS & Co. International, L.P. Its: General Partner By: FS International Holdings Ltd. Its: General Partner By: /s/ Charles P. Rullman -------------------------------- Charles P. Rullman 10 -----END PRIVACY-ENHANCED MESSAGE-----