-----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, MpffPv1vyRKt1oOvl9JVezZ2ia2tGj1cD/gx3KtWS7pulfWhUl04SwctQeluGb4X nhNIStmnwRRuJNQ/RE3GLQ== 0000914039-96-000249.txt : 19960813 0000914039-96-000249.hdr.sgml : 19960813 ACCESSION NUMBER: 0000914039-96-000249 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960812 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACMAT CORP CENTRAL INDEX KEY: 0000002062 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 060682460 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-03143 FILM NUMBER: 96608206 BUSINESS ADDRESS: STREET 1: 233 MAIN ST STREET 2: P O BOX 2350 CITY: NEW BRITAIN STATE: CT ZIP: 06050-2350 BUSINESS PHONE: 2032299000 MAIL ADDRESS: STREET 1: 233 MAIN STREET STREET 2: P O BOX 2350 CITY: NEW BRITAIN STATE: CT ZIP: 06050-2350 POS AM 1 POST-EFFECTIVE AMENDMENT #1 TO FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996. REGISTRATION NO. 333-3143 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ACMAT CORPORATION (Exact name of company as specified in its charter) CONNECTICUT 635 06-0682460 (State of other jurisdiction of (Primary Standard (I.R.S. Employer incorporation or organization) Industrial Classification Identification No.) Number)
233 MAIN STREET, NEW BRITAIN, CT 06050-2350 (860) 229-9000 (Name, address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices) ROBERT H. FRAZER, ESQ.; VICE PRESIDENT AND GENERAL COUNSEL ACMAT CORPORATION 233 MAIN STREET, NEW BRITAIN, CT 06050-2350 (860) 229-9000 (Name, address, including Zip Code, and telephone number, including area code, of agent for service) Copy to: WILLARD F. PINNEY, JR. MURTHA, CULLINA, RICHTER AND PINNEY CITYPLACE I, 185 ASYLUM STREET HARTFORD, CT 06103-3469 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective. If securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / ================================================================================ 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company is a Connecticut corporation. Section 33-320a of the Connecticut Stock Corporation Act ("Section 33-320a") provides that a corporation shall indemnify any director or officer of the corporation against expenses incurred by him in connection with any action, suit or proceeding in which he is made or is threatened to be made a party by reason of having been a director or officer of the corporation, subject to certain limitations. For example, the corporation shall not so indemnify any person made a party to any proceeding, other than an action by or in the right of the corporation by reason of the fact that he, or the person whose legal representative he is, is or was a shareholder, director, officer, employee or agent of the corporation, or an eligible outside party, unless (1) such person, and the person whose legal representative he is, was successful on the merits in the defense of any proceeding referred to in Section 33-320a, or (2) it shall be concluded as provided in section (d) of Section 33-320a that such person, and the person whose legal representative he is, acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation or, in the case of a person serving as a fiduciary of an employee benefit plan or trust, either in the best interests of the corporation or in the best interest of the participants and beneficiaries of such employee benefit plan or trust and consistent with the provisions of such employee benefit plan or trust and, with respect to any criminal action or proceeding, that he had no reasonable cause to believe his conduct was unlawful, or (3) the court, on application as provided in subsection (e) of Section 33-320a shall have determined that in view of all the circumstances such person is fairly and reasonably entitled to be indemnified and then for such amount as the court shall determine; except that in connection with an alleged claim based upon his purchase or sale of securities of the corporation or of another enterprise, which he serves or served at the request of the corporation, the corporation shall only indemnify such person after the court shall have determined on application as provided in subsection (e) of Section 33-320a, that in view of all the circumstances such person is fairly and reasonably entitled to be indemnified, and then for such amount as the court shall determine. The termination of any proceeding by judgment, order settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself create a presumption that the person did not act in good faith or in a manner which he did not reasonably believe to be in the best interests of the corporation of the participants and beneficiaries of such employee benefit plan or trust and consistent with the provisions of such employee benefit plan or trust, or, with respect to any criminal action or proceeding that he had reasonable cause to believe that this conduct was unlawful. Except as otherwise provided in Section 33-320a, a corporation shall indemnify any person made a party to any proceeding, by or in the right of the corporation, to procure a judgment in its favor by reason of the fact that he, or the person whose legal representative he is, is or was a shareholder, director, officer, employee or agent of the corporation, or an eligible outside party, against reasonable expenses actually incurred by him in connection with such proceeding in relation to matters as to which such person, or the person whose legal representative he is, is finally adjudged not to have breached his duty to the corporation, or where the court, on application as provided in subsection (e) of Section 33-320a shall have determined that in view of all the circumstances such person is fairly and reasonably entitled to be indemnified, and that for such amount s the court shall determine. The corporation shall not so indemnify any such person for amounts paid to the corporation, to a plaintiff or to counsel for a plaintiff in settling or otherwise disposing of a proceeding, with or without court approval; or for expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval. The Certificate of Incorporation of the Company includes a provision limiting the personal liability of a director to the Company or its shareholders for monetary damages for breach of duty as a director to an amount equal to the amount of compensation received by the director for serving the Company during the calendar year in which the violation occurred, subject to a number of exceptions, including a knowing and culpable violation of law, a breach of duty which enables a director or an associate to receive an improper II-1 3 personal gain, conduct showing a lack of good faith and conscious disregard of duty to the Company, a sustained and unexcused pattern of inattention, or the approval of an illegal distribution of assets of the Company to its shareholders. An associate of the Company, in terms of improper personal gains, is defined as (A) any corporation or organization of which a Company director is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of voting stock, (B) any trust or other estate in which a Company director has at least ten percent beneficial interest or as to which a company director serves as trustee or in a similar fiduciary capacity and (C) any relative or spouse of a company director, or any relative of such spouse who has the same name as the company director. ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES. (3) Certificate Amending and Restating the Company's Bylaws as filed as an Exhibit to the Company's Form 10-Q for the Quarter ended March 31, 1989 is incorporated herein by reference. (3a) Certificate Amending and Restating the Company's Certificate of Incorporation as amended May 1, 1991 as filed as an Exhibit to the Company's Form 10-Q for the Quarter ended March 31, 1991 is incorporated by reference. (4) Note Purchase Agreements between ACMAT Corporation and AIG Life Insurance Company and American International Life Assurance Company of New York dated July 18, 1989 regarding 10 1/2% Convertible Senior notes due June 30, 1999 filed as Exhibits to the Company's Form 10-Q for the Quarter ended June 30, 1989 are incorporated herein by reference. (4a) Promissory Note between ACMAT Corporation and The Bank of Boston Connecticut dated November 7, 1995 filed as Exhibit 4(a) to the Company's Form 10-K for 1995 is incorporated herein by reference. (4b) Promissory Note between ACMAT Corporation and The Manufacturers Life Insurance Company filed as an Exhibit to the Company's Form 10-Q for the Quarter ended March 31, 1990 are incorporated herein by reference. (4c) Open-end Mortgage Deed and Security Agreement between ACMAT Corporation and The Manufacturers Life Insurance Company filed as an Exhibit to the Company's Form 10-Q for the Quarter ended March 31, 1990 are incorporated herein by reference. (4d) Loan Agreement dated as of June 30, 1994 between ACMAT Corporation and Shawmut Bank Connecticut, N.A. filed as an Exhibit to the Company's Amendment No. 1 to Form S-1 dated July 13, 1994 is incorporated herein by reference. (5)* Opinion of Murtha, Cullina, Richter and Pinney concerning legality of shares being registered pursuant to this Registration Statement. (10a) Annual Management Compensation Plan filed as an Exhibit to the Company's 1984 Form 10-K is incorporated herein by reference. (10b) Stock Purchase Agreement dated as of July 1, 1992 between ACMAT Corporation and the Sheet Metal Workers' National Pension Fund together with Note Agreement Re: $16,500,000 11 1/2% Convertible Subordinated Notes due 2012 filed as Exhibit 10g to the Company's Form 10-K for the year ended December 31, 1992 is incorporated herein by reference. (10c)* Stipulation of Settlement among the Company, Henry W. Nozko, Sr., Henry W. Nozko, Jr., John C. Creasy and Donald E. Hamilton, dated May 2, 1996. (10d)** Supplemental Notice supplementing notice set forth in Exhibit B to the Stipulation of Settlement and Agreement previously filed as Exhibit 10(c). (21) Subsidiaries of ACMAT filed as Exhibit 21 to the Company's Form 10-K for 1995 is incorporated by reference. (23a)* Consent of KPMG Peat Marwick LLP, as independent certified public accountants. (23b)* The consent of Messrs. Murtha, Cullina, Richter and Pinney, counsel for the Company, to the reference to their firm in the Prospectus forming a part of this Registration Statement and to the use of their opinion as Exhibit 5 to this Registration Statement is included in said opinion. (24)* Power of Attorney pursuant to which this Registration Statement has been signed on behalf of certain directors. (27)* Financial Data Schedule.
II-2 4 (28) Information from Reports Furnished to State Insurance Regulatory Authorities. Schedule P of the Annual Statements of Acstar Insurance Company and United Coastal Insurance Company for 1995 filed as Exhibit 28 to the Company's Form 10-K for 1995 is incorporated by reference. (99)** Notice to United Coasts shareholders supplementing original notice sent to United Coasts shareholders together with the Prospectus.
- --------------- * Previously filed. ** Filed herewith. ITEM 22. UNDERTAKINGS. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, subject to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to that request. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415 (sec. 230.415 of this chapter), will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New Britain, State of Connecticut on the 12th day of August, 1996. ACMAT CORPORATION (Registrant) By: /s/ HENRY W. NOZKO, SR. ------------------------------------ Henry W. Nozko, Sr., President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities and on the dates indicated. /s/ HENRY W. NOZKO, SR. Chairman of the Board, President and August 12, 1996 - ----------------------------------- Chief Executive Officer (Principal Henry W. Nozko, Sr. Executive Officer) /s/ MICHAEL P. CIFONE Vice President -- Finance (Principal August 12, 1996 - ----------------------------------- Financial and Accounting Officer) Michael P. Cifone /s/ HENRY W. NOZKO, JR. Director August 12, 1996 - ----------------------------------- Henry W. Nozko, Jr. /s/ HENRY W. NOZKO, JR. Attorney-in-fact for: August 12, 1996 - ----------------------------------- Henry W. Nozko, Jr. John C. Creasy Director Victoria C. Nozko Director Michael J. Sullivan Director
II-4 6 EXHIBIT INDEX ------------- (3) Certificate Amending and Restating the Company's Bylaws as filed as an Exhibit to the Company's Form 10-Q for the Quarter ended March 31, 1989 is incorporated herein by reference. (3a) Certificate Amending and Restating the Company's Certificate of Incorporation as amended May 1, 1991 as filed as an Exhibit to the Company's Form 10-Q for the Quarter ended March 31, 1991 is incorporated by reference. (4) Note Purchase Agreements between ACMAT Corporation and AIG Life Insurance Company and American International Life Assurance Company of New York dated July 18, 1989 regarding 10 1/2% Convertible Senior notes due June 30, 1999 filed as Exhibits to the Company's Form 10-Q for the Quarter ended June 30, 1989 are incorporated herein by reference. (4a) Promissory Note between ACMAT Corporation and The Bank of Boston Connecticut dated November 7, 1995 filed as Exhibit 4(a) to the Company's Form 10-K for 1995 is incorporated herein by reference. (4b) Promissory Note between ACMAT Corporation and The Manufacturers Life Insurance Company filed as an Exhibit to the Company's Form 10-Q for the Quarter ended March 31, 1990 are incorporated herein by reference. (4c) Open-end Mortgage Deed and Security Agreement between ACMAT Corporation and The Manufacturers Life Insurance Company filed as an Exhibit to the Company's Form 10-Q for the Quarter ended March 31, 1990 are incorporated herein by reference. (4d) Loan Agreement dated as of June 30, 1994 between ACMAT Corporation and Shawmut Bank Connecticut, N.A. filed as an Exhibit to the Company's Amendment No. 1 to Form S-1 dated July 13, 1994 is incorporated herein by reference. (5)* Opinion of Murtha, Cullina, Richter and Pinney concerning legality of shares being registered pursuant to this Registration Statement. (10a) Annual Management Compensation Plan filed as an Exhibit to the Company's 1984 Form 10-K is incorporated herein by reference. (10b) Stock Purchase Agreement dated as of July 1, 1992 between ACMAT Corporation and the Sheet Metal Workers' National Pension Fund together with Note Agreement Re: $16,500,000 11 1/2% Convertible Subordinated Notes due 2012 filed as Exhibit 10g to the Company's Form 10-K for the year ended December 31, 1992 is incorporated herein by reference. (10c)* Stipulation of Settlement among the Company, Henry W. Nozko, Sr., Henry W. Nozko, Jr., John C. Creasy and Donald E. Hamilton, dated May 2, 1996. (10d)** Supplemental Notice supplementing notice set forth in Exhibit B to the Stipulation of Settlement and Agreement previously filed as Exhibit 10(c). (21) Subsidiaries of ACMAT filed as Exhibit 21 to the Company's Form 10-K for 1995 is incorporated by reference. (23a)* Consent of KPMG Peat Marwick LLP, as independent certified public accountants. (23b)* The consent of Messrs. Murtha, Cullina, Richter and Pinney, counsel for the Company, to the reference to their firm in the Prospectus forming a part of this Registration Statement and to the use of their opinion as Exhibit 5 to this Registration Statement is included in said opinion. (24)* Power of Attorney pursuant to which this Registration Statement has been signed on behalf of certain directors. (27)* Financial Data Schedule. (28) Information from Reports Furnished to State Insurance Regulatory Authorities. Schedule P of the Annual Statements of Acstar Insurance Company and United Coastal Insurance Company for 1995 filed as Exhibit 28 to the Company's Form 10-K for 1995 is incorporated by reference. (99)** Notice to United Coasts shareholders supplementing original notice sent to United Coasts shareholders together with the Prospectus.
- --------------- * Previously filed. ** Filed herewith EX-10.D 2 EX-10.D 1 EXHIBIT 10d IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY - --------------------------------------------------------- ) IN RE UNITED COASTS CORPORATION ) SHAREHOLDERS LITIGATION ) C.A. No. 13014 ) - --------------------------------------------------------- SUPPLEMENTAL NOTICE THIS NOTICE SUPPLEMENTS THE NOTICE DATED JUNE 6, 1996, PREVIOUSLY SENT TO YOU IN CONNECTION WITH THIS LITIGATION (THE "FIRST NOTICE"). THE FIRST NOTICE INFORMED YOU OF A HEARING TO BE HELD ON THE PROPOSED SETTLEMENT OF THIS ACTION ON JULY 12, 1996 AT 11:00 A.M. BEFORE THE DELAWARE COURT OF CHANCERY, AT THE DANIEL L. HERRMANN COURTHOUSE, 1020 N. KING STREET, WILMINGTON, DE 19801 TO DETERMINE WHETHER THE PROPOSED SETTLEMENT OF THIS LAWSUIT IS FAIR, REASONABLE, ADEQUATE AND SHOULD BE APPROVED BY THE COURT. THAT SETTLEMENT HEARING HAS BEEN POSTPONED UNTIL SEPTEMBER 13, 1996 BASED ON THE FOLLOWING REPRESENTATIONS THAT COUNSEL FOR THE PARTIES HAVE MADE TO THE COURT. 1. The original plaintiff in the action was Donald E. Hamilton. As his attorneys ("Class Counsel") were preparing for the settlement hearing, Mr. Hamilton advised Class Counsel that he had sold all of his United Coasts Corporation ("United Coasts") stock in September 1995, prior to the negotiation of the proposed settlement. That was the first time Mr. Hamilton had so advised Class Counsel. As a result of that sale of his United Coasts stock, Mr. Hamilton was not an appropriate plaintiff to endorse the settlement for the Court's consideration. 2. Another United Coasts stockholder had participated in the negotiations leading to the proposed settlement, and is very supportive of the proposed settlement because he believes the proposed merger to be in the best interests of United Coasts' public stockholders. On learning that Mr. Hamilton had sold his United Coasts stock, Class Counsel advised this other shareholder of that development. This shareholder subsequently suggested to another United Coasts shareholder, Mr. Helmut Goetz, that he call Class Counsel to discuss intervening in the action as the representative plaintiff. 3. Prior to speaking to Class Counsel, Mr. Goetz states that he was of the view that terms of the 1993 exchange offer which was the initial subject of this litigation were not satisfactory but that, in his opinion, the proposed settlement and proposed merger were beneficial to him as a United Coasts' public shareholder. Class Counsel sent Mr. Goetz certain documents from the litigation, to wit: the initial complaint; the Amended Complaint; the Court's Opinion dated July 26, 1994; the Memorandum of Understanding dated December 19, 1995; the Stipulation of Settlement; and the Amendment to Stipulation of Settlement. As a result of his review of those documents and his further discussions with Class Counsel, Mr. Goetz decided to seek to intervene in the lawsuit as the representative plaintiff and support the proposed settlement of the litigation. 4. In connection with his intervention in the lawsuit, Mr. Goetz has requested that any expenses he incurs as a result of his participation, including fees and expenses of his personal attorneys, be reimbursed, and that he receive 500 shares of ACMAT stock in addition to any shares to which he will be entitled if the proposed Merger is effected to compensate him for the time and effort he is investing in the litigation. The latter request is subject to Court approval and, if the Court approves it, will be paid from any shares the Court allows Class Counsel. See the First Notice under the heading "Application for Attorneys' Fees and Expenses." Mr. Goetz's request will not result in an increase in the number of shares Class Counsel request for fees and expenses and, if approved by the Court, will not reduce shares to be received by Class members in the 2 Merger. That is, Mr. Goetz's expenses and the additional allowance of ACMAT shares, if approved by the Court, will be paid by Class Counsel and not by ACMAT, United Coasts or Class members. 5. Mr. Goetz has had a number of prior, limited dealings with certain of the defendants in this action, which Class Counsel believe are immaterial and do not preclude Mr. Goetz from adequately representing the interests of Class members. A. While Mr. Goetz owns 8,500 shares of United Coasts common stock, he also owns 1,000 shares of ACMAT Corporation's Class A common stock, jointly with his wife. B. In or about 1983, Mr. Goetz engaged and paid ACMAT Corporation to do certain renovations to his restaurant. That was a strictly commercial relationship; Mr. Goetz engaged ACMAT based on reputation, price and quality of work. The work was fully paid by no later than 1986. C. ACMAT personnel occasionally patronize Mr. Goetz's restaurant, or order food from it for delivery to ACMAT's offices. Mr. Goetz asserts that sales to ACMAT and its personnel represent less than 1% of his restaurant's annual gross revenues. D. Mr. Goetz has a casual social relationship with the son-in-law and brother-in-law of, respectively, Henry W. Nozko, Sr. and Henry W. Nozko, Jr. Through that relationship, Mr. Goetz has met and from time to time spoken with Henry Nozko, Sr. FURTHER PROCEEDINGS 6. By Order dated June 3, 1996, the Delaware Court of Chancery temporarily certified this action as a class action on behalf of a class composed of the following: all persons and entities who are or were record holders or beneficial owners of United Coasts common stock at any time during the period from June 10, 1993 through May 24, 1996 (other than defendants, members of their immediate families, ACSTAR Insurance Company, any entity in which any defendant has, or during the Class period had, a controlling interest, and all of their subsidiaries, affiliates, legal representatives, heirs, successors, or assigns) including the legal representatives, heirs, predecessors and successors-in-interest, transferees or assigns of all such foregoing holders, immediate or remote (the "Class"). 7. All members of the Class are hereby notified that a hearing will be held before the Chancery Court at its courtroom at the Daniel L. Herrmann Courthouse, 1020 North King Street, Wilmington, DE 19801, on September 13, 1996 at 1:30 p.m. (the "Settlement Hearing"), to determine: (i) whether the proposed Settlement is fair, reasonable, adequate and in the best interests of the Class, and should be approved by the Chancery Court, (ii) whether the Class should be finally certified with Mr. Goetz as the Class representative, (iii) whether an Order and Final Judgment, as contemplated by the proposed Settlement, should be entered, dismissing the Class Action as to all defendants and with prejudice against the named plaintiff and all members of the Class, and (iv) whether, if the Chancery Court approves the proposed Settlement and enters the Order and Final Judgment, the Chancery Court should approve the application for plaintiff's attorneys' fees and expenses, and Mr. Goetz's request for compensation and reimbursement of expenses. 8. The Chancery Court has reserved the right to adjourn the Settlement Hearing from time to time by oral announcement at such hearing or any adjournment thereof, without further notice of any kind. The Chancery Court also has reserved the right to approve the proposed Settlement with or without modification, to enter an Order and Final Judgment dismissing the Class Action on the merits and with prejudice, and to order the payment of attorneys' fees and disbursements without further notice of any kind. RIGHT TO APPEAR 9. At the Settlement Hearing, any person who objects to the proposed Settlement, the judgment to be entered in the Class Action, the award of attorneys' fees and expenses, and/or the proposed allowance of expenses and compensation to Mr. Goetz, may appear in person or by his or her attorney at the hearing and present any evidence or arguments that may be proper and relevant; provided, however, that no person other 2 3 than Class Counsel and counsel for the defendants in the Class Action shall be heard and no papers, briefs, pleadings or other documents submitted by any such person shall be received and considered by the Chancery Court (unless the Chancery Court in its discretion shall thereafter otherwise direct, upon application of such person and for good cause shown), unless no later than ten (10) days prior to the Settlement Hearing such person files with the Court and serves upon counsel listed below: (a) a written notice of intention to appear, (b) a statement of such person's objections to any matters before the Chancery Court, (c) proof of membership in the Class, and (d) the reasons and grounds therefor that such person desires to appear and to be heard, and all documents or writings that such person desires the Chancery Court to consider: NORMAN M. MONHAIT, ESQUIRE IRVING MALCHMAN, ESQUIRE ROSENTHAL, MONHAIT, GROSS KAUFMAN, MALCHMAN, KIRBY & GODDESS, P.A. & SQUIRE LLP SUITE 1401, MELLON BANK CENTER 919 THIRD AVENUE P.O. BOX 1070 NEW YORK, NY 10022 WILMINGTON, DE 19899-1070
Counsel for Plaintiff THOMAS REED HUNT, JR., ESQUIRE MORRIS, NICHOLS, ARSHT & TUNNELL 1201 N. MARKET STREET P.O. BOX 1347 WILMINGTON, DE 19899-1347 Counsel for Defendants 10. Any person who fails to object in the manner described above will be deemed to have waived such objection and will be forever barred from raising such objection in this Class Action. Pending final determination of whether the proposed Settlement should be approved, the Chancery Court has ordered that Mr. Goetz, all members of the Class, or any of them, either directly, representatively or in any capacity upon the receipt of this Notice, may not commence or prosecute any action asserting claims that are or relate to the claims asserted in the Class Action. Dated: August , 1996 Wilmington, Delaware -------------------------------------- Priscilla B. Rakestraw Register in Chancery 3 EX-99 3 EX-99 1 EXHIBIT 99 UNITED COASTS CORPORATION 233 MAIN STREET NEW BRITAIN, CONNECTICUT, 06050-2350 ------------------------ NOTICE OF ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS TO SEPTEMBER 5, 1996 ------------------------ The Special Meeting of Stockholders of United Coasts Corporation ("United Coasts") held at 233 Main Street, New Britain, Connecticut on July 11, 1996 at 10:00 a.m., Eastern Daylight Time, was adjourned to September 5, 1996 at 10:00 a.m., Eastern Daylight Time, and will be continued at that time for the purposes stated in the original Notice of Special Meeting dated June 3, 1996. If you have already submitted a Proxy with respect to the matters to be voted on at the Special Meeting, your vote will be counted at the Special Meeting when it is reconvened on September 5, 1996, or at any further adjournment thereof, in accordance with your Proxy. If you wish to change your vote, you may do so by submitting a later dated Proxy or by attending the meeting and voting in person. If you have not yet voted, please sign, date and promptly return the Proxy enclosed with the original Notice of Special Meeting. Additional Proxies may be obtained from Robert H. Frazer, Esq., Vice President, General Counsel and Secretary of United Coasts at the address set forth above. BY ORDER OF THE BOARD OF DIRECTORS -------------------------------------- Robert H. Frazer Secretary August 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----