0000950152-01-505127.txt : 20011026 0000950152-01-505127.hdr.sgml : 20011026 ACCESSION NUMBER: 0000950152-01-505127 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20011019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HMI INDUSTRIES INC CENTRAL INDEX KEY: 0000046445 STANDARD INDUSTRIAL CLASSIFICATION: METAL FORGING & STAMPINGS [3460] IRS NUMBER: 361202810 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-09620 FILM NUMBER: 1762733 BUSINESS ADDRESS: STREET 1: 6000 LOMBARDO CENTER STREET 2: SUITE 500 CITY: SEVEN HILLS STATE: OH ZIP: 44131 BUSINESS PHONE: 2164321990 MAIL ADDRESS: STREET 1: 6000 LOMBARDO CENTER STREET 2: SUITE 500 CITY: SEVEN HILLS STATE: OH ZIP: 44131 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH MOR INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOLEY KIRK W CENTRAL INDEX KEY: 0001054923 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 12700 LAKE AVENUE STREET 2: SUITE 2006 CITY: LAKEWOOD STATE: OH ZIP: 44107 BUSINESS PHONE: 2165292852 MAIL ADDRESS: STREET 1: 12700 LAKE AVENUE STE 20006 CITY: LAKEWOOD STATE: OH ZIP: 44107 SC 13D 1 l90849asc13d.txt HMI INDUSTRIES, INC./KIRK FOLEY SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No._________)* HMI Industries Inc. ------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 404238 10 7 ----------- (CUSIP Number) Kirk W. Foley 6845 Davand Drive Mississauga, Ontario LST 1L4 With a copy to: Marc H. Morgenstern, Esq. Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A. 2600 Tower at Erieview Cleveland, OH 44114-1824 (216) 696-3311 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 19, 2001 ---------------- (Date of Event which Requires filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [x]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See sec. 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D -------------------------------------------------------- ---------------------- CUSIP No. Page 2 of ____ Pages 404238 10 7 -------------------------------------------------------- ---------------------- ---------------------- --------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Kirk W. Foley ---------------------- --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ x ] ---------------------- --------------------------------------------------------- 3 SEC USE ONLY ---------------------- --------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO, PF ---------------------- --------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------- --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada ---------------------- --------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 637,476 PERSON WITH -------- ------------------------------------------------ 8 SHARED VOTING POWER 2,339,028 -------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 637,476 -------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,339,028 ---------------------- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,976,504 ---------------------- --------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ---------------------- --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.4% ---------------------- --------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN ---------------------- --------------------------------------------------------- SCHEDULE 13D ------------------------------------------------------- ---------------------- CUSIP No. Page 3 of ______ Pages 404238 10 7 ------------------------------------------------------- ---------------------- ---------------------- --------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Steeplechase Corp. ---------------------- --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ x ] ---------------------- --------------------------------------------------------- 3 SEC USE ONLY ---------------------- --------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC ---------------------- --------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------- --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada ---------------------- --------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ------------------------------------------------ 8 SHARED VOTING POWER 1,709,250 -------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,709,250 ---------------------- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,709,250 ---------------------- --------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ---------------------- --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.5% ---------------------- --------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO ---------------------- --------------------------------------------------------- SCHEDULE 13D ------------------------------------------------------- ---------------------- CUSIP No. Page 4 of _____ Pages 404238 10 7 ------------------------------------------------------- ---------------------- ---------------------- --------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Fairway Inc. ---------------------- --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ x ] ---------------------- --------------------------------------------------------- 3 SEC USE ONLY ---------------------- --------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC ---------------------- --------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------- --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ---------------------- --------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ------------------------------------------------ 8 SHARED VOTING POWER 150,750 -------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 150,750 ---------------------- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,750 ---------------------- --------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ---------------------- --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% ---------------------- --------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO ---------------------- --------------------------------------------------------- SCHEDULE 13D ------------------------------------------------------- ---------------------- CUSIP No. Page 5 of _____ Pages 404238 10 7 ------------------------------------------------------- ---------------------- ---------------------- --------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Daniel A. Thompson ---------------------- --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ x ] ---------------------- --------------------------------------------------------- 3 SEC USE ONLY ---------------------- --------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC ---------------------- --------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------- --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada ---------------------- --------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ------------------------------------------------ 8 SHARED VOTING POWER 43,967 -------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 43,967 ---------------------- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,967 ---------------------- --------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ---------------------- --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% ---------------------- --------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN ---------------------- --------------------------------------------------------- SCHEDULE 13D ---------------------------------------------------------- -------------------- CUSIP No. Page 6 of ____ Pages 404238 10 7 ---------------------------------------------------------- -------------------- ---------------------- --------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Anne M. Baker ---------------------- --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ x ] ---------------------- --------------------------------------------------------- 3 SEC USE ONLY ---------------------- --------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC ---------------------- --------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------- --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ---------------------- --------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ------------------------------------------------ 8 SHARED VOTING POWER 137,186 -------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 137,186 ---------------------- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,186 ---------------------- --------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ---------------------- --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% ---------------------- --------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN ---------------------- --------------------------------------------------------- SCHEDULE 13D ---------------------------------------------------------- --------------------- CUSIP No. Page 7 of _____ Pages 404238 10 7 ---------------------------------------------------------- --------------------- ---------------------- --------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Carol Dhama ---------------------- --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ x ] ---------------------- --------------------------------------------------------- 3 SEC USE ONLY ---------------------- --------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC ---------------------- --------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------- --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada ---------------------- --------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ------------------------------------------------ 8 SHARED VOTING POWER 33,775 -------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 33,775 ---------------------- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,775 ---------------------- --------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ---------------------- --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% ---------------------- --------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN ---------------------- --------------------------------------------------------- SCHEDULE 13D -------------------------------------------------------- ----------------------- CUSIP No. Page 8 of _____ Pages 404238 10 7 -------------------------------------------------------- ----------------------- ---------------------- --------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Isetan Management Ltd. ---------------------- --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ x ] ---------------------- --------------------------------------------------------- 3 SEC USE ONLY ---------------------- --------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC ---------------------- --------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------- --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada ---------------------- --------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH -------- ------------------------------------------------ 8 SHARED VOTING POWER 253,100 -------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER -------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 253,100 ---------------------- --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 253,100 ---------------------- --------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ---------------------- --------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% ---------------------- --------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO ---------------------- --------------------------------------------------------- SCHEDULE 13D -------------------------------------------------------- ----------------------- CUSIP No. Page 9 of ______ Pages 404238 10 7 -------------------------------------------------------- ----------------------- ---------------------- --------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Roy Cronacher ---------------------- --------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ x ] ---------------------- --------------------------------------------------------- 3 SEC USE ONLY ---------------------- --------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC ---------------------- --------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------- --------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA ---------------------- --------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---------------------- -------- ------------------------------------------------ 8 SHARED VOTING POWER 11,000 ---------------------- -------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER ---------------------- -------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 11,000 ---------------------- -------- ------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,000 ---------------------- -------- ------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ---------------------- -------- ------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% ---------------------- -------- ------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) IN ---------------------- -------- ------------------------------------------------ This Report on Schedule 13D is being made by Kirk W. Foley, Steeplechase Corp. ("Steeplchase"), Fairway Inc. ("Fairway"), Daniel Thompson, Carol Dhama, Isetan Management Ltd. ("Isetan"), Anne M. Baker and Roy Cronacher (each, a "Reporting Person", and collectively, the "Reporting Persons"), and relates to the Common Stock, par value $.01 per share, of HMI Industries, Inc., a Delaware corporation ("HMI"). The Reporting Persons constitute a "group" for purposes of Rule 13d-5 under the Act, as amended, with respect to their respective beneficial ownership of such common stock. Mr. Foley, Steeplechase and Fairway hereby amend their previously filed respective Schedules 13D. The summary description of certain documents contained in this Schedule are qualified in their entirety by reference to the complete texts of such documents filed as Exhibits hereto and incorporated herein by reference. Information contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person. ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is common stock, $.01 par value ("Common Stock") of HMI Industries, Inc., a Delaware corporation. The address of the Company's principal executive office is Genesis Office Building, 6000 Lombardo Center, Seven Hills, Ohio 44131. ITEM 2. IDENTITY AND BACKGROUND. REPORTING PERSON: Kirk W. Foley: a) The name of the person filing this report is Kirk W. Foley; b) The business address of Mr. Foley is 6845 Davand Drive Mississauga, Ontario L5T 1L4; c) The present principal occupation or employment of Mr. Foley is President of Tube-Fab Ltd., the principal business of which is manufacturing and assembling precision tubular assemblies. The address of Tube-Fab Ltd. is 6845 Davand Drive, Mississauga, Ontario L5T 1L4; d) During the last five years, Mr. Foley has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); e) During the last five years, Mr. Foley was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he 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; and f) Mr. Foley is a citizen of Canada. REPORTING PERSON: Steeplechase Corp.: a) The name of the person filing this report is Steeplechase Corp., a Canadian corporation. Steeplechase is controlled by Barry L. Needler by virtue of: (i) his direct or indirect ownership of more than 50% of the outstanding equity securities of Steeplechase; and (ii) his position as sole director and Chief Executive Officer of Steeplechase. The Item 2 information with respect to the directors and executive officers of Steeplechase is contained in Exhibit "D" hereto, which is incorporated herein by reference. Steeplechase and its executive officers and directors are referred to as the "Steeplechase Persons"; b) The business address of Steeplechase is P.O. Box 2463, Station B, Richmond Hill, Ontario, Canada, L4E 1A5; d) During the last five years, none of the Steeplechase Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and e) During the last five years, none of the Steeplechase Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it 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. REPORTING PERSON: Fairway Inc.: a) The name of the person filing this report is Fairway Inc., a Delaware corporation. Fairway is controlled by Barry L. Needler by virtue of: (i) his direct or indirect ownership of more than 50% of the outstanding equity securities of Steeplechase; and (ii) his position as sole director and Chief Executive Officer of Fairway. The Item 2 information with respect to the directors and executive officers of Fairway is contained in Exhibit "D" hereto, which is incorporated herein by reference. Fairway and its executive officers and directors are referred to as the "Fairway Persons"; b) The business address of Fairway is P.O. Box 2463, Station B, Richmond Hill, Ontario, Canada, L4E 1A5; d) During the last five years, none of the Fairway Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and e) During the last five years, none of the Fairway Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it 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. REPORTING PERSON: Daniel A. Thompson: a) The name of the person filing this report is Daniel A. Thompson; b) The address of Mr. Thompson is 2200 Parker Drive, Mississauga, Ontario, Canada L5B 1W2; c) Mr. Thompson is retired; d) During the last five years, Mr. Thompson has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); e) During the last five years, Mr. Thompson was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he 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; and f) Mr. Thompson is a citizen of Canada. REPORTING PERSON: Anne M. Baker: a) The name of the person filing this report is Anne M. Baker; b) The address of Ms. Baker is 2 Park Avenue, Peru, Illinois 61354; c) The present principal occupation or employment of Ms. Baker is homemaker; d) During the last five years, Ms. Baker has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); e) During the last five years, Ms. Baker was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding she 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; and f) Ms. Baker is a citizen of the United States. REPORTING PERSON: Carol Dhama: a) The name of the person filing this report is Carol Dhama; b) The address of Ms. Dhama is 105 Windermere Cres., Richmond Hill, Ontario, Canada L4C 6Y8 c) Ms. Dhama is self-employed; d) During the last five years, Ms. Dhama has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); e) During the last five years, Ms. Dhama was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding she 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; and f) Ms. Dhama is a citizen of Canada. REPORTING PERSON: Isetan Management Ltd.: a) The name of the person filing this report is Isetan Management Ltd., a Canadian corporation. Isetan is controlled by Murray Walker by virtue of: (i) his direct or indirect ownership of more than 50% of the outstanding equity securities of Isetan; and (ii) his position as sole director and President of Isetan. The Item 2 information with respect to the directors and executive officers of Isetan is contained in Exhibit "E" hereto, which is incorporated herein by reference. Isetan and its executive officers and directors are referred to as the "Isetan Persons"; b) The business address of Isetan is 4 Hunters Glen Road, Aurora, Ontario, Canada L4G 6W4; d) During the last five years, none of the Isetan Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); e) During the last five years, none of the Isetan Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he 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; and REPORTING PERSON: Roy W. Cronacher: a) The name of the person filing this report is Roy W. Cronacher; b) The business address of Mr. Cronacher is 1076 Goodlette Road, North, Naples, Florida 34102; c) The present principal occupation or employment of Mr. Cronacher is President of Cronacher Development Corporation, the principal business of which is real estate development. The address of Cronacher Development Corporation is 1076 Goodlette Road, North, Naples, Florida 34102. d) During the last five years, Mr. Cronacher has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); e) During the last five years, Mr. Cronacher was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he 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; and f) Mr. Cronacher is a citizen of the United States. ITEM 3. SOURCE OF AMOUNT OF FUNDS OR OTHER CONSIDERATION. On October 19, 2001, the Reporting Persons entered into a Stockholder Voting Agreement whereby the Reporting Persons made certain agreements regarding their power to vote and dispose of their shares of Common Stock and agreeing to grant an irrevocable proxy to Mr. Foley as their designated agent. See Item 6 for a description of the terms of the Stockholders Voting Agreement. No consideration was granted to any Reporting Person in connection with the execution of the Stockholders Voting Agreement beyond the agreements and covenants contained therein. ITEM 4. PURPOSE OF THE TRANSACTION. The Reporting Persons executed the Stockholders Voting Agreement for the purpose of maximizing the stockholders' value of HMI, which may include, without limitation: (a) the sale or merger of HMI; (b) the purchase or sale of assets by HMI; (c) fixing the number and election of directors of HMI; (d) changing HMI's capital structure; (e) amending HMI's Certificate of Incorporation or Bylaws; and (f) reclassifying HMI's capital stock. The Reporting Persons may buy or sell additional shares of Common Stock in the open market or otherwise on such terms and at such times as the Reporting Persons consider desirable. Any decision by the Reporting Persons to increase, decrease or dispose of their position in HMI would be based upon factors, including, but not limited to, the business of HMI, the price of the shares of Common Stock, the terms and conditions of the transaction and prevailing market conditions. No specific proposal is intended to be submitted to the stockholders of HMI for their consideration at this time. However, the Reporting Persons intend to (i) seek to obtain control of the Board of Directors of HMI and (ii) seek to have the Board of Directors of HMI engage an investment banking firm to explore strategic alternatives and make recommendations to the Board of Directors, which may include programs to strengthen HMI's direct sales distribution network Other than as explicitly set forth herein, the Reporting Persons have no present plans or proposals which may relate to or would result in: (i) The acquisition or disposition of any additional securities of HMI by any person; (ii) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving HMI or any of its subsidiaries; (iii) A sale or transfer of a material amount of assets of HMI or any of its subsidiaries; (iv) Any change in the present Board of Directors or management of HMI, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (v) Any material change in the present capitalization or dividend policy of HMI; (vi) Any other material change in HMI's business or corporate structure; (vii) Changes in HMI's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of HMI by any person; (viii) Causing a class of securities of HMI to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) A change of equity securities of HMI becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (x) Any action similar to any of those enumerated above. The purposes of the Reporting Persons under the Stockholders Voting Agreement may change if the intentions, expectations and plans of the Reporting Persons change in the future. ITEM 5. INTEREST IN SECURITIES OF ISSUER. HMI's quarterly report on Form 10-Q for the quarter ending June 30, 2001 reports that, as of August 1, 2001, there were 6,707,832 shares of Common Stock outstanding. As of the date hereof, the Reporting Persons beneficially own shares of Common Stock as follows: (i) Mr. Foley beneficially owns 2,976,504 shares of Common Stock or approximately 44.4% of the shares of Common Stock of the Company, including: (a) 24,568 shares of Common Stock owned directly by Mr. Foley; (b) 520,148 shares of Common Stock owned of record by Amherst Tanti U.S. Inc., a corporation wholly owned by Mr. Foley and his spouse; (c) 10,300 shares of Common Stock held in a retirement fund for the benefit of Mr. Foley; (d) Mr. Foley is the holder of an option, exercisable within 60 days, to purchase 82,460 shares of Common Stock and Mr. Foley holds an irrevocable proxy for such shares; and (e) 2,339,028 shares of Common Stock for which Mr. Foley holds irrevocable proxies. (ii) Steeplechase beneficially owns 1,709,250 shares of Common Stock or approximately 25.5% of the outstanding shares of Common Stock. (iii) Fairway beneficially owns 150,750 shares of Common Stock or approximately 2.2% of the outstanding shares of Common Stock. (iv) Mr. Thompson beneficially owns 43,967 shares of Common Stock or less than 1% of the outstanding shares of Common Stock. (v) Ms. Baker beneficially owns 137,186 shares of Common Stock or approximately 2.0% of the outstanding shares of Common Stock. (vi) Ms. Dhama beneficially owns 33,775 shares of Common Stock or less than 1% of the outstanding shares of Common Stock. (vii) Isetan beneficially owns 253,100 shares of Common Stock or approximately 3.8% of the outstanding shares of Common Stock. (viii) Mr. Cronacher beneficially owns 11,000 shares of Common Stock or less than 1% of the outstanding shares of Common Stock. The voting and dispositive power of the shares is exercised by Mr. Cronacher, as Trustee of the Roy W. Cronacher, Jr. Living Trust dated 10/7/83. By virtue of their status as a "group" for purposes of Rule 13d-5, the Reporting Persons may be deemed to have shared voting and dispositive power over the shares owned by the other Reporting Persons. Other than with respect to the shared power to vote or dispose or to direct the vote or disposition of the shares of Common Stock arising from the execution and delivery of Stockholders Voting Agreement and the Proxies executed in connection therewith, no obligation (other than as explicitly disclosed herein) exists whereby the Reporting Persons would share voting or dispositive power of the shares of Common Stock owned by the other Reporting Persons. Other than as disclosed herein, each Reporting Person disclaims any beneficial ownership interest in the shares owned by the other Reporting Persons. ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER. The information set forth in Items 3, 4, and 5 of this Schedule 13D is hereby incorporated by reference herein. Pursuant to the Stockholders Voting Agreement, the Reporting Persons agreed to vote all of the shares of Common Stock owned or controlled by such Reporting Person as directed by Mr. Foley, as the designated agent ("Designated Agent"). The Designated Agent may direct the vote of the shares of Common Stock in every matter submitted to HMI stockholders for stockholder votes, consent, waiver, release or other action and the right to take part in any corporate or stockholders' action, whether ordinary or extraordinary, and on any other matter that the Designated Agent may request including, but not limited to: (a) the sale or merger of HMI; (b) the purchase or sale of assets by HMI; (c) fixing the number and election of directors of HMI; (d) changing HMI's capital structure; (e) amending HMI's Certificate of Incorporation or Bylaws; and (f) reclassifying HMI's capital stock. Under the terms of the Stockholders Voting Agreement, each Reporting Person executed and delivered an irrevocable proxy granting the Designated Agent the right to vote, or to execute and deliver stockholder written consents, in respect to all of the shares of Common Stock owned by the Reporting Persons; provided that the authority does not apply to any vote with respect to a transaction with an entity in which the Designated Agent has a disproportionate equity interest in relation to the interests of the other Reporting Persons. In addition to the terms of the Stockholders Voting Agreement, each Reporting Person agreed that it shall not transfer any of the shares of Common Stock owned by such Reporting Person, except for transfers that may be directed and approved by the Designated Agent. Additionally, each Reporting Person agreed that upon request of the Designated Agent, such Reporting Person will tender any shares of Common Stock owned by such Reporting Person into a sale, tender offer, or exchange offer that is presented to HMI's stockholders for consideration. Mr. Foley entered into an Option Agreement (the "Option Agreement") with Mr. Dominic Soffee whereby Mr. Foley obtained the option to purchase 82,460 shares of HMI Common Stock owned by Mr. Soffee. In connection with and pursuant to the Option Agreement, Mr. Soffee executed an irrevocable proxy in favor of Mr. Foley covering the shares of Common Stock subject to the Option Agreement. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit A Joint Filing Agreement Exhibit B Stockholders Voting Agreement Exhibit C Form of Irrevocable Proxy for Stockholders Voting Agreement Exhibit D Item 2 Information for the Directors and Officers of Steeplechase and Fairway Exhibit E Item 2 Information for the Directors and Officers of Steeplechase and Isetan Exhibit F Option Agreement Exhibit G Irrevocable Proxy SIGNATURES After reasonable inquiry and to the best of my respective knowledge and belief, I certify that the information set forth in this Statement is true, correct and complete. Dated: October 19, 2001 /s/ Kirk W. Foley ------------------------------------ Kirk W. Foley STEEPLECHASE CORP. /s/ Barry Needler ------------------------------------ Barry Needler, President FAIRWAY INC. /s/ Barry Needler ------------------------------------ Barry Needler, President /s/ Daniel A. Thompson ------------------------------------ Daniel A. Thompson /s/ Carol Dhama ------------------------------------ Carol Dhama ISETAN MANAGEMENT LTD. /s/ Murray Walker ------------------------------------ Murray Walker, President /s/ Anne M. Baker ------------------------------------ Anne M. Baker /s/ Roy W. Cronacher ------------------------------------ Roy W. Cronacher EX-99.A 3 l90849aex99-a.txt EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of HMI Industries, Inc. filed on October 18, 2001 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement be included as an Exhibit to such Schedule 13D. This Joint Filing Agreement may be executed in any number of counterparts all of which shall constitute one and the same instrument. [SIGNATURES FOLLOW ON NEXT PAGE] Dated: October 19, 2001 /s/ Kirk W. Foley -------------------------------------- Kirk W. Foley STEEPLECHASE CORP. /s/ Barry Needler -------------------------------------- Barry Needler, President FAIRWAY INC. /s/ Barry Needler -------------------------------------- Barry Needler, President /s/ Daniel A. Thompson -------------------------------------- Daniel A. Thompson /s/ Carol Dhama -------------------------------------- Carol Dhama ISETAN MANAGEMENT LTD. /s/ Murray Walker -------------------------------------- Murray Walker, President /s/ Anne M. Baker -------------------------------------- Anne M. Baker /s/ Roy W. Cronacher -------------------------------------- Roy W. Cronacher [SIGNATURE PAGE FOR JOINT FILING AGREEMENT] EX-99.B 4 l90849aex99-b.txt EXHIBIT B EXHIBIT B STOCKHOLDERS VOTING AGREEMENT Among Kirk W. Foley, as Designated Agent and the Participating Stockholders identified on EXHIBIT A hereto Dated: October 19, 2001 TABLE OF CONTENTS 1. VOTING AGREEMENT....................................................1 2. IRREVOCABLE PROXY...................................................2 3. POWERS AND DUTIES OF DESIGNATED AGENT...............................2 4. PURPOSE.............................................................4 5. CHANGES IN COMMON STOCK.............................................4 6. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDERS; INDEMNIFICATION.....4 7. COVENANTS AND AGREEMENTS OF STOCKHOLDERS............................5 8. COMPLIANCE WITH PROXY RULES.........................................6 9. RESIGNATION OF DESIGNATED AGENT.....................................6 10. SUCCESSOR PROXY.....................................................7 12. TERM OF AGREEMENT...................................................7 12. EFFECT OF TERMINATION...............................................7 13. NOTICE..............................................................7 14. PAYMENT OF EXPENSES AND TAXES.......................................8 15. AMENDMENT OF AGREEMENT..............................................8 16. INJUNCTIVE RELIEF...................................................8 17. CONSTRUCTION OF AGREEMENT...........................................9 18. MISCELLANEOUS.......................................................9 Exhibit A...................................................................A-1 Exhibit B...................................................................B-1 Exhibit C...................................................................C-1 Exhibit D...................................................................D-1 Schedule 1..................................................................S-1 i STOCKHOLDERS VOTING AGREEMENT This STOCKHOLDERS VOTING AGREEMENT made this 19th day of October, 2001 by and among Kirk W. Foley, an individual (the "DESIGNATED AGENT") and each of the stockholders identified on EXHIBIT A hereto (the "PARTICIPATING STOCKHOLDERS", and together with the Designated Agent, collectively referred to herein as the "STOCKHOLDERS"). WHEREAS, the Stockholders are each an owner of issued and outstanding shares of Common Stock, par value $1.00 per share (the "STOCK") of HMI Industries Inc., a Delaware corporation (the "COMPANY"); WHEREAS, the Stockholders deem it to be in the best interest of the Company and its stockholders to enter into this Agreement and to grant to the Designated Agent an irrevocable proxy (the "PROXY") in connection herewith; WHEREAS, all of the Participating Stockholders agree that the irrevocable proxy is coupled with an interest; and WHEREAS, the Stockholders desire to enter into an agreement to be specifically enforceable against each of them pursuant to which they agree to vote and sell their shares of Owned Stock (as such term is defined in Section 1 hereof) in accordance with this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Stockholders hereby agree as follows: 1. Voting Agreement. Each Participating Stockholder hereby agrees to vote all of the Stock now or hereafter owned of record, beneficially owned, or controlled by such Participating Stockholder ("OWNED STOCK"), as directed by the Designated Agent, in the Designated Agent's sole and absolute discretion. This will include each and every matter submitted to the Company's stockholders for stockholder vote, consent, waiver, release, or other action and the right to take part in any corporate or stockholders' action, whether ordinary or extraordinary, and on any other matter that the Designated Agent may request. The right of the Designated Agent to direct the vote of the Participating Stockholders in their capacities as stockholders (or vote on behalf of the Participating Stockholders pursuant to Section 2 hereof) includes, but is not limited to, votes relating to: (a) the sale or merger of the Company; (b) the 1 purchase or sale of assets by the Company; (c) fixing the number and election of Directors of the Company; (d) changing the Company's capital structure; (e) amending the Company's Certificate of Incorporation or Bylaws; and (f) reclassifying the Company's capital stock. The Participating Stockholders will not have any right under this Agreement or otherwise, with respect to any matter on which they are entitled to vote as stockholders of the Company, to vote or to take part in any corporate or stockholders' action or to do or perform any act or thing that stockholders of the Company are now or may hereafter become entitled to do or to perform, EXCEPT as may be directed by the Designated Agent. Notwithstanding the foregoing, however, this Agreement will not affect the right of a Participating Stockholder, in such Participating Stockholder's capacity as a stockholder of the Company, to receive distributions, assets, dividends, evidences of indebtedness, or otherwise, that may be distributed by the Company to its stockholders from time to time, nor effect or compromise any rights, fiduciary obligations, or duties of a Participating Stockholder in such Participating Stockholder's capacity as a member of the Board of Directors of the Company, any committee thereof, or as an employee of the Company. 2. Irrevocable Proxy. In order to insure the obligations of each of the Participating Stockholders to vote such Participating Stockholder's Owned Stock in accordance with the provisions of Section 1 hereof, each of the Participating Stockholders will execute and deliver contemporaneously herewith an Irrevocable Proxy, in the form attached as EXHIBIT B hereto, granting to the Designated Agent the right to vote, or to execute and deliver stockholder written consents, in respect of all Owned Stock of such Participating Stockholder; PROVIDED, HOWEVER, that the authority granted to the Designated Agent hereunder will not apply to any vote on any merger, sale or other transaction with an entity in which the Designated Agent has or will have an equity ownership interest that is disproportionately high in relation to the Participating Shareholders. 3. Powers and Duties of Designated Agent. (a) DISCRETION OF DESIGNATED AGENT. In directing the voting of the Participating Stockholders, or in exercising the Designated Agent's rights to vote as such Participating Stockholders' proxy, or in doing any act with respect to the furtherance of this Agreement, or otherwise acting hereunder, the Designated Agent will exercise the Designated Agent's sole and absolute discretion. 2 (b) INTERESTED TRANSACTIONS. The Designated Agent may act as a Director, an officer, or an employee of the Company and may vote for himself as such and may be a stockholder of the Company, or otherwise be interested in, the Company. The Designated Agent or any firm of which the Designated Agent may be a member, or any entity of which the Designated Agent may be a principal, employee, consultant, stockholder, partner, director, or officer, may: (1) contract with the Company or (2) may be or become pecuniarily interested in any matter or transaction to which the Company may be a party or in which the Company may be in any way concerned. (c) COMPENSATION. The Designated Agent will serve as such without compensation. The Designated Agent may, however, in the Designated Agent's individual capacity, serve as a Director and/or officer or employee of the Company or of any subsidiary or controlled or affiliated corporation, and may receive compensation therefor. No contract or other transaction between the Designated Agent and the Company or any subsidiary or controlled or affiliated corporation in which the Designated Agent may be interested, will be rendered invalid by the fact that the Designated Agent is a contracting party or is interested in such firm or other corporation. (d) IMMUNITIES OF THE DESIGNATED AGENT. The Designated Agent will incur no responsibility or liability to the Participating Stockholders, as Designated Agent, stockholder, Director, trustee, or otherwise, by reason of any error of judgment or mistake of law or other mistake, or for any misconstruction of this Agreement, or for any action of any sort taken or omitted hereunder or believed by the Designated Agent to be in accordance with the provisions and intent hereof or otherwise, except for the Designated Agent's own individual willful misconduct. (e) RELIANCE BY THE DESIGNATED AGENT. In the discharge of the Designated Agent's duties hereunder, the Designated Agent will be fully protected in acting in reliance upon any instrument, document, or paper believed by the Designated Agent to be genuine and to have been executed by the proper parties. The Designated Agent will likewise be fully protected in taking or refraining from taking any action hereunder in reliance upon any certificate or certificates purporting to be duly signed, as to the existence or non-existence of any fact or facts, or the performance or non-performance of any act or acts, and may accept as conclusive any statement made in any such certificate. 3 (f) BOND; ADVISORS. The Designated Agent will not be required to give bond or security for the discharge of the Designated Agent's duties under this Agreement. The Designated Agent may, in the Designated Agent's sole and absolute discretion, consult with counsel to be selected by the Designated Agent and will incur no liability to the Participating Stockholders in respect of any action taken on the advice of any such counsel. 4. Purpose. It is the express desire of the Stockholders to maximize stockholders' value of the Company, which may include, without limitation: (a) the sale or merger of the Company; (b) electing Directors to the Company's Board of Directors; (c) amending the Company's Certificate of Incorporation or Bylaws; or (d) some combination of any one or more of the forgoing. 5. Changes in Common Stock. In the event that subsequent to the date of this Agreement, any shares or other securities (other than any shares or securities of another corporation issued to the Company's stockholders pursuant to a plan of merger) are issued on, or in exchange for, any of the shares of the Stock held by the Stockholders by reason of any stock dividend, stock split, consolidation of shares, reclassification, or consolidation involving the Company, or any shares of Stock or other Company securities are acquired or obtained by a Participating Stockholder through an open market transaction, exercise of an option, warrant, lapse of restrictions, or other right to acquire or obtain Stock or other Company securities, or otherwise, such shares or securities shall be deemed to be Owned Stock for purposes of this Agreement and the Proxy. 6. Representations and Warranties of Stockholders; Indemnification. Each Participating Stockholder hereby represents and warrants to each of the other Participating Stockholders and the Designated Agent that as of the date hereof: (a) such Participating Stockholder is the beneficial owner of and has the right to vote the number of shares of Owned Stock set forth opposite such Participating Stockholder's name on EXHIBIT A attached hereto, such shares of Owned Stock constitute all of the capital stock of the Company owned or controlled by such Participating Stockholder, and such shares of Owned Stock are owned or controlled by such Participating Stockholders free from any liens, encumbrances, or adverse claims, including, without limitation, margin call rights; (b) such Participating Stockholder has full power to enter into this Agreement and has not, prior to the date of this Agreement, executed or delivered any proxy or entered into any other voting agreement or similar arrangement, other 4 than one which has expired or terminated prior to the date hereof; (c) to such Participating Stockholder's knowledge, there are no pending or threatened claims, lawsuits, investigations, causes of action, or grievances of the Company, whether derivative or direct, relating to or arising out of, such Participating Stockholder's relationship with the Company, its stockholders, directors, suppliers, customers or otherwise, except as may be disclosed on EXHIBIT C hereto; (d) subject to the amendment described in Section 7(a) hereof, such Participating Stockholder's Schedule 13-D presently on record with the Securities and Exchange Commission, if any, is true, accurate, and complete in all respects; (e) such Participating Stockholder has complied in all respects with all applicable Federal, state and foreign securities laws and regulations with respect to the acquisition of such Participating Stockholder's Owned Stock; (f) the information with respect to such Participating Stockholder set forth on the Information Questionnaire attached hereto as EXHIBIT D is true, accurate and complete in all respects; and (g) such Participating Stockholder will not take any action inconsistent with the purposes and provisions of this Agreement. Each Participating Stockholder hereby agrees to indemnify and hold harmless each other Participating Stockholder and the Designated Agent from any and all costs, expenses, losses, damages, and liabilities incurred or suffered, by any of them (including, without limitation, legal, accounting, and professional expenses), resulting from, or attributable to, the breach of, or misstatement in, any one or more of the representations, warranties, agreements, and covenants of such Participating Stockholder contained in this Agreement. 7. Covenants and Agreements of Stockholders. (a) SCHEDULE 13-D. If applicable, each Participating Stockholder hereby covenants and agrees that: (i) such Participating Stockholder will file, in a timely fashion, a Schedule 13-D (or amended Schedule 13-D, as the case may be) including any and all appropriate amendments thereto, with respect to the execution and delivery of this Agreement, and the intent of the Stockholders that are party hereto, and (ii) upon filing, such Schedule 13-D or amended Schedule 13-D, as the case may be, will be true, accurate and complete in all respects, and consistent with the terms of this Agreement and the Schedule 13-D filed by the Designated Agent, a copy of which is attached hereto as SCHEDULE 1. (b) TRANSFERS RESTRICTED. Subject to transfers required pursuant to Section 7(c) hereof, during the term of this Agreement, no Participating Stockholder may transfer any of the shares of Owned Stock owned by such Participating Stockholder, except for transfers that may 5 be directed and approved by the Designated Agent, in the Designated Agent's sole and absolute discretion. Any transfers made in violation of this Section will be null and void. (c) REQUIRED TRANSFERS. Each Participating Stockholder covenants and agrees that upon request of the Designated Agent, such Participating Stockholder will promptly and properly tender any and all Owned Stock owned by such Participating Stockholder into a sale, tender offer, or exchange offer that is presented to the Company's stockholders for consideration; PROVIDED, HOWEVER, that the authority granted to the Designated Agent pursuant to this Section 7(c), will not apply in the cases of sales, tender offers, or exchange offers by entities in which the Designated Agent has an equity ownership interest that is disproportionately high in relation to the Participating Stockholders. In this event, and only in this event, each Participating Stockholder will be permitted to separately and specifically exercise such Participating Stockholder's disposition and voting rights with respect to such matter. (d) MATERIAL CHANGES. Each Participating Stockholder covenants and agrees that such Participating Stockholder will promptly notify the Designated Agent in writing of any event or change in circumstance that would render the representations and warranties of such Participating Stockholder false or inaccurate, or misleading in any material respect. (e) NO ADDITIONAL PROXIES. Each Participating Stockholder covenants and agrees that during the term of this Agreement, such Participating Stockholder will not grant any other proxy or voting rights with respect to any Owned Stock. 8. Compliance with Proxy Rules. Each Stockholder hereby represents and warrants to the other Stockholders that such Stockholder has not discussed this Agreement with any stockholder of the Company (other than the signatories to this Agreement), nor has such Stockholder solicited a proxy from any other stockholder in violation of the proxy rules promulgated under the Securities Exchange Act of 1934, as amended, including, but not limited to, Rule 14a-2 promulgated thereunder. Each Stockholder further covenants and agrees not to solicit the proxy of any stockholder of the Company, nor seek to have any other stockholder (other than the original signatories to this Agreement) become a party to this Agreement. 9. Resignation of Designated Agent. The Designated Agent may at any time resign by delivering to the Participating Stockholders the Designated Agent's written notice of such resignation, to take effect not sooner than ten (10) days from the date the notice is given. 6 10. Successor Proxy. Upon the death or the Permanent Disability (as such term is defined below) of the Designated Agent, Murray Walker will become the successor Designated Agent hereunder, unless Participating Stockholders holding at least seventy percent (70%) of the Owned Stock subject to this Agreement appoint a different successor Designated Agent. Upon such death or Permanent Disability and appointment of a successor Designated Agent, each Participating Stockholder agrees to execute and deliver to Mr. Walker or such other successor appointed by the Participating Stockholders, as the case may be, an additional Irrevocable Proxy in the form attached as EXHIBIT B hereto, naming Mr. Walker or such other successor appointed by the Participating Stockholders, as the case may be, as proxy therein. For purposes of this Agreement, the term "Permanent Disability" means permanent disability as determined by any physician of The Cleveland Clinic of Cleveland, Ohio or its successors and assigns. 11. Term of Agreement. This Agreement shall remain in effect until three (3) years from the date hereof, unless sooner terminated by: (a) resignation of the Designated Agent in accordance with Section 9 hereof; (b) the completion of a sale of the Company, whether by merger, tender offer, exchange offer, or a sale of all or substantially all of the Company's assets; or (c) upon the affirmative vote or consent of Participating Stockholders holding at least 2,450,000 shares of Owned Stock, PROVIDED, HOWEVER, that this Agreement may only be terminated pursuant to this clause (c) after the Company's 2003 Annual Meeting of Stockholders. 12. Effect of Termination. Upon the termination of this Agreement in accordance with Section 11 hereof, this Agreement will be of no further force and effect and the Designated Agent and each of the Participating Stockholders will timely file an amended Schedule 13-D evidencing such termination. 13. Notice. All notices, requests, demands and other communications to be given to any Stockholder under this Agreement must be in writing and will be deemed duly given: (a) when personally delivered; (b) upon receipt of a telephonic facsimile transmission with a confirmed telephonic transmission answer back; (c) three (3) days after having been deposited in the United States mail, certified or registered, return receipt requested, postage prepaid; or (d) one (1) business day after having been dispatched by a nationally recognized overnight courier service, delivery fees prepaid, addressed to such Stockholder at the address set forth on 7 EXHIBIT A hereto (or at such other address or number as is given in writing by such Stockholder to the Designated Agent). 14. Payment of Expenses and Taxes. All expenses incurred by the Designated Agent, including the compensation of agents, accountants, professionals, and attorneys employed by the Designated Agent, incident to the performance of the Designated Agent's duties hereunder (including the preparation of this Agreement), will be paid by the Designated Agent, who will be immediately and fully reimbursed by those Stockholders identified on Exhibit A who have agreed to share expenses on a several basis in proportion to their ownership of Owned Stock subject to this Agreement: 15. Amendment of Agreement. This Agreement may be amended at anytime and from time to time with the written consent of both the Designated Agent and the affirmative vote or consent of Stockholders holding at least seventy percent (70%) of the Owned Stock subject to this Agreement; PROVIDED, that this Agreement may be amended by the Designated Agent without the consent or approval of the Stockholders if such amendment is solely for the purpose of conforming with any rule, regulation, or requirement of the Securities and Exchange Commission or any other Federal, state, foreign or local authority. Except in cases of conforming amendments, the Designated Agent will cause to be sent to the Stockholders a copy of the proposed amendment and a form which may be appropriately marked and returned to the Designated Agent for the purpose of determining whether the Stockholders holding the requisite amount of the Owned Stock approve such amendment. 16. Injunctive Relief. It is acknowledged by each Participating Stockholder that it will be impossible to measure the damages that would be suffered by the Designated Agent and the other Participating Stockholders if a Participating Stockholder fails to comply with all the provisions of this Agreement and that in the event of any such failure, the Designated Agent and the other Participating Stockholders will be irreparably injured and will not have an adequate remedy at law. Each Participating Stockholder hereby acknowledges and agrees that, in the event any Participating Stockholder fails to comply with any provision of this Agreement, the Designated Agent will be entitled, without the posting of bond, to obtain specific performance of the Participating Stockholders' obligations hereunder, and to obtain immediate injunctive relief. Each Participating Stockholder agrees not to assert, and hereby waives, as a defense in any proceeding for such specific performance or injunctive relief, that the Designated Agent or the 8 other Participating Stockholders have an adequate remedy at law. The remedies described herein are not be the exclusive remedies for any breach of this Agreement, but shall be in addition to all other remedies available at law or equity. 17. Construction of Agreement. The Designated Agent is authorized and empowered to construe this Agreement. The Designated Agent's construction of the same made in good faith will be final, conclusive, and binding upon all parties hereto and upon all other interested parties. 18. Miscellaneous. (a) ENTIRE AGREEMENT. Once executed by all the Stockholders, this Agreement will contain the entire understanding among the parties. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties hereto relating to the subject matter of this Agreement which are not fully expressed herein. (b) SURVIVAL. This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and permitted assigns of the parties hereto. (c) COUNTERPARTS. This agreement may be executed in one or more counterparts, each of which will be deemed to be an original, and such counterparts will together constitute one and the same instrument. The execution by any one party of any counterpart will be sufficient execution by that party, whether or not the same counterpart has been executed by any other party. (d) GENDER; NUMBER. Whenever the context of this Agreement requires, the masculine gender includes the neuter or feminine, and the singular number includes the plural. (e) EFFECTIVENESS OF AGREEMENT. This Agreement will become effective only at such time as it is signed by all the Stockholders. (f) GOVERNING LAW. The validity of this Agreement, or any part hereof, and the interpretation and enforcement of all provision hereof, will be governed, construed, and enforced in accordance with the internal, substantive laws of the State of Delaware. (g) INVALIDITY. The invalidity of any term or provisions of this Agreement will not affect the validity of the remainder of this Agreement and this Agreement will be enforced to the greatest extent permitted by law. 9 (h) HEADINGS. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (i) ENFORCEABILITY. If any provision of this Agreement shall be declared void or unenforceable by any court or administrative board of competent jurisdiction, such provision shall be deemed to have been severed from the remainder of this Agreement and this Agreement shall continue in all respects to be valid and enforceable. (j) NO WAIVER. No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach. (k) SEPARATE LEGAL COUNSEL. Each Participating Stockholder acknowledges and agrees that: (1) Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A., has been retained by and solely represents the Designated Agent in connection herewith; and (2) such Participating Stockholder has been advised by independent legal counsel in connection with the negotiation, execution, and delivery of this Agreement. (l) NO THIRD PARTY BENEFICIARIES. This Agreement is being entered into solely for the benefit of the Stockholders that are parties hereto and except as otherwise provided herein, the parties hereto do not intend to confer any benefits on any person, firm or corporation other than the Stockholders. This Agreement and the rights and benefits conferred hereby may only be enforced by the Stockholders that are parties hereto. (m) JURISDICTION; JURY TRIAL. Each Stockholder hereby irrevocably submits to the non-exclusive jurisdiction of the United States District Court for the Northern District of Ohio, Eastern Division, or in the absence of Federal Court jurisdiction, to the exclusive jurisdiction of the Cuyahoga County, Ohio Court of Common Pleas, for adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and further stipulates that either such court is the proper venue for such dispute, and hereby irrevocably waives and agrees not to assert in any suit, action or proceeding, any claim that such Stockholder is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Stockholder hereby irrevocably waives personal service 10 of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof by Certified U.S. Mail to such Stockholder at the street address for such notices set forth on EXHIBIT A hereto, and agrees that such service shall be deemed to irrevocably waive any right such Stockholder may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder. IN WITNESS WHEREOF, the Designated Agent and the Participating Stockholders have executed this Agreement as of the date first above written. DESIGNATED AGENT: /s/ Kirk W. Foley ----------------------------------- Kirk W. Foley [COUNTERPART SIGNATURE PAGES OF PARTICIPATING STOCKHOLDERS FOLLOW] 11 [COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT] Steeplechase Corp. By: /s/ Barry Needler ----------------------------------- Printed: Barry Needler ------------------------------ Its: President ---------------------------------- THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE BOUND BY THE TERMS AND CONDITIONS THEREOF. [COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT] Fairway Inc. By: /s/ Barry Needler ----------------------------------- Printed: Barry Needler ------------------------------ Its: President ---------------------------------- THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE BOUND BY THE TERMS AND CONDITIONS THEREOF. [COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT] /s/ Daniel A. Thompson ----------------------------------- Daniel A. Thompson THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE BOUND BY THE TERMS AND CONDITIONS THEREOF. [COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT] /s/ Anne M. Baker ----------------------------------- Anne M. Baker THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE BOUND BY THE TERMS AND CONDITIONS THEREOF. [COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT] /s/ Carol Dhama ----------------------------------- Carol Dhama THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE BOUND BY THE TERMS AND CONDITIONS THEREOF. [COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT] Isetan Management Ltd. By: /s/ Murray Walker --------------------------------- Murray Walker, President THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE BOUND BY THE TERMS AND CONDITIONS THEREOF. [COUNTERPART SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT] Roy W. Cronacher Jr. Living Trust Dated 10/7/83 By: /s/ Roy W. Cronacher ----------------------------------- Roy W. Cronacher, Trustee THE EXECUTION OF A COUNTERPART SIGNATURE PAGE SHALL BE FOR ALL PURPOSES TREATED AS THE EXECUTION OF THE STOCKHOLDER VOTING AGREEMENT AND THE SIGNATORY SHALL BE BOUND BY THE TERMS AND CONDITIONS THEREOF. EXHIBIT A
----------------------------- --------------------------------------- ------------------------- ---------------------- Number of Shares of Owned Stock as of Date of this Stockholder Address Agreement Share Expenses ----------------------------- --------------------------------------- ------------------------- ---------------------- Steeplechase Corp. P.O. Box 2463, Station B, 1,709,250 Yes Richmond Hill, Ontario Canada L4E 1A5 ----------------------------- --------------------------------------- ----------------------------- ------------------ Fairway Inc. P.O. Box 2463, Station B, 150,750 Yes Richmond Hill, Ontario Canada L4E 1A5 ----------------------------- --------------------------------------- ----------------------------- ------------------ Daniel A. Thompson 2200 Parker Drive, 43,967 Mississauga,Ontario, Canada L5B 1W2 ----------------------------- --------------------------------------- ----------------------------- ------------------ Anne M. Baker 2 Park Avenue, 137,186 Peru, Illinois 61354 ----------------------------- --------------------------------------- ----------------------------- ------------------ Carol Dhama 105 Windermere Cres., 33,775 Richmond Hill, Ontario Canada L4C 6Y8 ----------------------------- --------------------------------------- ----------------------------- ------------------ Isetan Management Ltd. 4 Hunters Glen Road, Aurora, 253,100 Yes Ontario, Canada L46 6W4 ----------------------------- --------------------------------------- ----------------------------- ------------------ Roy W. Cronacher 1076 Goodlette Road, North, 11,000 Naples, Florida 34102 ----------------------------- --------------------------------------- ----------------------------- ------------------ Kirk W. Foley 6845 Davand Drive, 555,016 Yes Mississauga, Ontario Canada L5T 1L4 ----------------------------- --------------------------------------- ----------------------------- ------------------
A-1 EXHIBIT C DISCLOSURES None C-1 EXHIBIT D INFORMATION QUESTIONNAIRE 1. Name of Stockholder:_______________________________________________________ 2. Residence Address:_________________________________________________________ 3. Business Address:__________________________________________________________ 4. Current Principal Occupation and Employer:_________________________________ 5. Have you been convicted of any crime, or have you been or are you presently subject to any criminal proceedings (excluding traffic violations or similar misdemeanors) within preceding five years? CHECK ONE: _______ No ________ Yes (attach sheet with explanation) 6. Citizenship:_______________________________________________________________ 7. Within the last five (5) years, were you a party to a civil proceeding of a judicial or administrative nature that resulted in a judgment, decree or final order: (i) that enjoins future violations or prohibits or mandates activities subject to Federal or state securities laws, or (ii) finding any violation of such securities laws? CHECK ONE: _______ No ________ Yes (attach sheet with explanation) 8. Number of shares of Owned Stock:___________________________________________ 9. Number of shares of Owned Stock over which you exercise: (i) sole voting power: _________________________ (ii) shared voting power: _________________________ (iii) sole dispositive power: _________________________ (iv) shared dispositive power: _________________________ 10. Is legal title to any of your Owned Stock held by a custodian, broker, trust, corporation, pledgee, or other entity? CHECK ONE: _______ No ________ Yes (Please provide detail of such legal title below) D-1 EX-99.C 5 l90849aex99-c.txt EXHIBIT C EXHIBIT C HMI Industries Inc. IRREVOCABLE PROXY The undersigned Participating Stockholder (for the undersigned and the undersigned's representatives, successors and assigns) hereby appoints Kirk W. Foley, an individual (the "DESIGNATED AGENT") as a true and lawful proxy and attorney-in-fact, with respect to each annual and special meeting of the stockholders of HMI Industries Inc. a Delaware corporation (the "COMPANY"), or with respect to actions taken by written consent of the stockholders of the Company, to vote and give consent with respect to, all of the shares of Common Stock, par value $1.00 per share or other securities of the Company, now or hereafter acquired or obtained, which the undersigned has voting control (the "OWNED STOCK"), as fully, to the same extent and with the same effect as the undersigned might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation in connection with any matter submitted to the Company's stockholders for stockholder vote, consent, waiver, release or other action and the right to take part in a corporate or stockholders' action, whether ordinary or extraordinary, as provided in that certain Stockholders Voting Agreement, dated contemporaneously herewith (the "VOTING AGREEMENT"). The undersigned hereby affirms that this proxy is given as a condition of the Voting Agreement and as such is coupled with an interest and is irrevocable. The rights to vote and give consent granted hereby to the Designated Agent include, but are not limited to, votes or consents relating to: (1) the sale or merger of the Company; (2) the purchase or sale of assets by the Company; (3) fixing the number and election of Directors of the Company; (4) changing the Company's capital structure; (5) amending the Company's Certificate of Incorporation or Bylaws; and (6) reclassifying the Company's capital stock. The Designated Agent may exercise the irrevocable proxy granted to the Designated Agent under this Irrevocable Proxy at any time that the undersigned fails to vote or take other action as required by the Voting Agreement, in which case the Designated Agent shall exercise such proxy in accordance with such requirements. The undersigned covenants and agrees that during the term of the Voting Agreement, the undersigned will not grant any other proxy or voting rights with respect to any Owned Stock. The proxies and powers granted by the undersigned pursuant to this Irrevocable Proxy will be effective and irrevocable until the earlier to occur of: (i) the termination of the Voting Agreement pursuant to the terms of Section 11 thereof; or (ii) the death or Permanent Disability (as such term is defined in Section 10 of the Voting Agreement) of the Designated Agent, and will survive the death, dissolution, bankruptcy, insolvency, incompetency or disability of the undersigned. The undersigned intends this proxy to conform to the requirements of Section 212 of the Delaware General Corporation Law. THIS IRREVOCABLE PROXY SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE OR ASSIGNEE OF THE STOCK. Dated this __ day of October, 2001 ------------------------------------------- [------------------------] B-1 EX-99.D 6 l90849aex99-d.txt EXHIBIT D EXHIBIT "D" DIRECTORS AND EXECUTIVE OFFICERS OF STEEPLECHASE CORP.
RELATIONSHIP WITH STEEPLECHASE AND NAME AND ADDREES PRESENT PRINCIPAL OCCUPATION ---------------- ---------------------------------- Barry Needler Private Investor; President and sole director of Steeplechase and P.O. Box 2463, Station B Fairway. Richmond Hill, Ontario L4E 1A5 Louise Needler Treasurer of Steeplechase and Vice President of Fairway. P.O. Box 2463, Station B Richmond Hill, Ontario L4E 1A5 John W. Macdonald Partner in law firm of Macdonald-Porter-Drees; Secretary of Macdonald-Porter-Drees Steeplechase and Fairway. 65 Queen Street West 17th Floor Toronto, Ontario M5H 2M5 DIRECTORS AND EXECUTIVE OFFICERS OF FAIRWAY INC. RELATIONSHIP WITH STEEPLECHASE AND NAME AND ADDREES PRESENT PRINCIPAL OCCUPATION ---------------- ---------------------------- Barry Needler Private Investor; President and sole director of Steeplechase and P.O. Box 2463, Station B Fairway. Richmond Hill, Ontario L4E 1A5 Louise Needler Treasurer of Steeplechase and Vice President of Fairway. P.O. Box 2463, Station B Richmond Hill, Ontario L4E 1A5 John W. Macdonald Partner in law firm of Macdonald-Porter-Drees; Secretary of Macdonald-Porter-Drees Steeplechase and Fairway. 65 Queen Street West 17th Floor Toronto, Ontario M5H 2M5
EX-99.E 7 l90849aex99-e.txt EXHIBIT E EXHIBIT "E" DIRECTORS AND EXECUTIVE OFFICERS OF ISETAN MANAGEMENT LTD.
RELATIONSHIP WITH STEEPLECHASE AND NAME AND ADDREES PRESENT PRINCIPAL OCCUPATION ---------------- ---------------------------- Murray Walker President and sole director of Isetan Management Ltd.. 4 Hunters Glen Road, Aurora, Ontario, Canada L4G 6W4;
EX-99.F 8 l90849aex99-f.txt EXHIBIT F EXHIBIT F OPTION AGREEMENT THIS AGREEMENT is made and entered into the 16th day of October, 2001 by and between DOMINIC SOFFEE ("Shareholder") and KIRK W. FOLEY ("Purchaser") is to evidence the following agreements and understandings: WITNESSETH: WHEREAS, Shareholder is the sole legal or beneficial owner of 82,460 shares, par value $.01 (the "Shares"), of HMI Industries Inc., a Delaware corporation (the "Company"); WHEREAS, Purchaser desires to acquire an option to purchase from Shareholder all of the Shares (the "Option Shares") and Shareholder is willing to grant such option to Purchaser upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. RIGHT TO ACQUIRE OPTION SHARES. (a) For One Hundred Dollars (U.S.), Shareholder hereby grants to Purchaser an option (the "Option") to purchase all or any portion of the Option Shares. (b) The purchase price ("Exercise Price") for the Option Shares acquired by Purchaser pursuant to the Option shall be One and 15/100 Dollars (U.S.) per Option Share. (c) To exercise the Option, Purchaser shall furnish a written notice of exercise to Shareholder (the "Notice of Exercise"). Promptly following receipt of the Notice of Exercise and receipt of the Exercise Price for the Option Shares being purchased, Shareholder will execute and deliver irrevocable stock powers in favor of Purchaser effectuating the transfer of the Option Shares. Shareholder will thereupon request the Company to reissue a certificate in the name of Purchaser reflecting his ownership of the Option Shares immediately following his purchase of Option Shares. 2. TIME OF EXERCISE. The Option may be exercised at any time commencing on the date hereof and terminating on December 31, 2002. 3. IRREVOCABLE PROXY. Shareholder will execute and deliver contemporaneously herewith an Irrevocable Proxy, in the form attached as EXHIBIT "A" hereto, granting to Purchaser the right to vote, or to execute and deliver Shareholder written consents, in respect of all Option Shares. 4. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of Purchaser and Shareholder and their respective heirs, executors, administrators, successors and permitted assigns. 5. RECITALS. The recitals and Exhibits hereto are an integral part of this Agreement and are incorporated herein by reference. 6. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original for all purposes, but all of which shall constitute one and the same document. IN WITNESS WHEREOF, the parties hereby set their hands on the date above written. /s/ Dominic Soffee --------------------------------- DOMINIC SOFFEE /s/ Kirk W. Foley --------------------------------- KIRK W. FOLEY 2 EX-99.G 9 l90849aex99-g.txt EXHIBIT G EXHIBIT G IRREVOCABLE PROXY HMI INDUSTRIES INC. (A DELAWARE CORPORATION) DOMINIC SOFFEE ("Shareholder"), as record holder of the 82,460 shares of Common Stock of HMI Industries Inc., a Delaware corporation, hereby revokes any previous proxies and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, irrevocably appoints KIRK W. FOLEY ("Proxy Holder") as Shareholder's proxy to attend all shareholders' meetings and to vote, execute consents, and otherwise represent those shares in the same manner and with the same effect as if Shareholder were personally present at any such meeting or voting such securities or personally acting on any matters submitted to shareholders for approval or consent. The proxy holder will have the full power of substitution and revocation. This proxy is coupled with an interest and will be irrevocable until: (i) the expiration of the Option granted to Proxy Holder pursuant to the Option Agreement between Shareholder and Proxy Holder dated of even date herewith or (ii) the exercise of such Option by Proxy Holder. This proxy will be revocable, notwithstanding the period of irrevocability specified above, as required under applicable law. THIS PROXY SHALL BE SIGNED EXACTLY AS THE SHAREHOLDER'S NAME APPEARS ON HIS STOCK CERTIFICATE, JOINT SHAREHOLDERS MUST EACH SIGN THIS PROXY. IF SIGNED BY AN ATTORNEY IN FACT, THE POWER OF ATTORNEY MUST BE ATTACHED. Dated: October 16, 2001 /S/ Dominic Soffee -------------------------------------- DOMINIC SOFFEE Dominic J. Soffee -------------------------------------- [PRINTED NAME EXACTLY AS ON STOCK CERTIFICATE] Securities Information: Certificate No.: Number of Shares: 82,460 Class of Shares: Common, par value $.01 3