-----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, F2wX6nEqxsp0TbI7IsYqby3cjBnHi5a07AkZvLWVRsCB99COfjqsW/ViEN8rzcFr 3joOI4ILwCkXflBg+k3d0Q== 0000915887-98-000004.txt : 19980512 0000915887-98-000004.hdr.sgml : 19980512 ACCESSION NUMBER: 0000915887-98-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980511 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000720032 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 521297376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34754 FILM NUMBER: 98615198 BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR STREET 2: STE 250 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 4404461333 MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR STREET 2: STE 250 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 19870112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIGGIE HARRY E JR CENTRAL INDEX KEY: 0000908547 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4420 SHERWIN ROAD CITY: WILLOUGHBY STATE: OH ZIP: 44094 MAIL ADDRESS: STREET 1: 4420 SHERWIN ROAD CITY: WILLOUGHBY STATE: OH ZIP: 44094 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE HARRY E DATE OF NAME CHANGE: 19930701 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* FIGGIE INTERNATIONAL INC. --------------------- (Name of Issuer) Class B Common Stock, par value $.10 per share (Title of Class of Securities) 316828 60 7 ---------------- (CUSIP Number) Harry E. Figgie, Jr. 25550 Chagrin Boulevard Beechwood, OH 44122 216/514-4999 ------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 7, 1998 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box /___/. Check the following box if a fee is being paid with the statement /___/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). (continued on following pages) (PAGE 1 of 10 Pages) Page 2 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harry E. Figgie, Jr. ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mr. Figgie is a citizen of the United States 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nancy F. Figgie 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mrs. Figgie is a citizen of the United States 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harry E. Figgie, III 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Dr. Figgie is a citizen of the United States 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark P. Figgie 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Dr. Figgie is a citizen of the United States 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew P. Figgie 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mr. Figgie is a citizen of the United States 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Figgie Family Foundation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Figgie Family Foundation is organized under the laws of the State of Ohio. 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 10 SCHEDULE 13D CUSIP No. 316828 60 7 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Clark-Reliance Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _X_ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS ___ REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Clark-Reliance Corporation is a Delaware corporation 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ___ ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 10 This Statement on Schedule 13D is hereby amended as follows: Item 4. Purpose of Transaction ---------------------- On May 7, 1998 the Reporting Persons and certain other shareholders (the "Shareholders") of the Issuer entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to which the Reporting Persons and the Shareholders agreed to sell to the Buyers identified in the Stock Purchase Agreement (the "Buyers") all the shares of Class A and Class B Common Stock of the Issuer owned by the Reporting Persons and the Shareholders for a cash purchase price of $15.63 per share. Richard C. Blum & Associates, L.P., a California limited partnership, is the general partner or investment adviser of each of the Buyers. On May 11, 1998, the stock purchases contemplated by the Stock Purchase Agreement were consummated, and the Reporting Persons and the Shareholders sold an aggregate of 1,332,046 shares of Class A and Class B Common Stock to the Buyers for an aggregate purchase price of approximately $20.8 million. As a result of these sales pursuant to the Stock Purchase Agreement, none of the Reporting Persons owns any shares of Class A or Class B Common Stock of the Issuer. The provisions of the Stock Purchase Agreement, a copy of which is attached hereto, are incorporated herein by reference. Item 7. Material to Be Filed as Exhibits -------------------------------- Exhibit 1 - Stock Purchase Agreement dated as of May 7, 1998. Page 10 of 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 11, 1998 By: /s/ Harry E. Figgie,Jr. ------------------------- Harry E. Figgie, Jr. By: /s/ Nancy F. Figgie ------------------------- Nancy F. Figgie By: /s/ Harry E. Figgie, III ------------------------- Harry E. Figgie, III By: /s/ Mark P. Figgie ------------------------- Mark P. Figgie By: /s/ Matthew P. Figgie ------------------------- Matthew P. Figgie By: /s/ Harry E. Figgie, Jr. ------------------------- Harry E. Figgie, Jr. for the Figgie Family Foundation By: /s/ Dennis Pesek -------------------------- Dennis Pesek for the Clark-Reliance Corporation EX-1 2 STOCK PURCHASE AGREEMENT Exhibit 1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is entered into as of May 7, 1998 among those persons listed on Schedule A attached hereto (individually a "Seller" and collectively the "Sellers") and those persons identified on Schedule B attached hereto (individually a "Buyer" and collectively the "Buyers"). BACKGROUND A. The Sellers are the owners of a total of approximately 176,113 shares of Class A Common Stock and 1,155,933 shares of Class B Common Stock (collectively, the "Shares") of Figgie International, Inc., a Delaware corporation (the "Company"), as more specifically set forth on Schedule A. B. Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA"), is the general partner or investment adviser of each of the Buyers. C. The Sellers desire to sell, and the Buyers desire to purchase, all of the Shares upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows: 1. Basic Transaction. (a) Purchase of Shares. Pursuant to the terms and conditions set forth below, each Seller shall sell that number of Shares set forth opposite such Seller's name on Schedule A (with the possible exception of 32,204 shares as contemplated by Section 2(b) below), and each Buyer shall purchase that number of Shares set forth opposite such Buyer's name on Schedule B (adjusted in Buyer's sole discretion to reflect the possible exception of 32,204 shares referenced above). (b) Purchase Price. The purchase price is $15.63 net per Share, for a total purchase price of $20,819,878.98 for the 1,332,046 Shares, plus additional contingent consideration as set forth in Section 3 below. 2. Conditions; Closing. (a) Buyers' Conditions. The Buyers' obligations under this Agreement are conditioned upon (i) by 11:59 p.m., San Francisco time, May 4, 1998, one designee of RCBA being appointed a director of the Company, and (ii) all of the Shares being sold to the Buyers (with the possible exception of 32,204 shares as contemplated by Section 2(b) below). Buyers covenant that the condition in Section 2(a)(i) has been satisfied. (b) Settlement Date. If the conditions in Section 2(a) are satisfied or waived, there shall be one or more settlement dates at the election of Sellers. The first settlement date shall be May 11, 1998 for the transfer of all Shares, except for a maximum of 32,204 shares of the Company for which settlement may occur within forty-five (45) days from the date of this Agreement. If there is a second settlement date, Buyers shall receive at least two (2) business days' prior notice of all material terms of that settlement (including the settlement date and the number of shares being transferred by each Seller). In exchange for the Sellers' good delivery of the shares being transferred on a settlement date, the Buyers will wire transfer immediately available funds into each Seller's account an amount equal to the purchase price of the shares being transferred, pursuant to wire transfer instructions to be provided by each Seller to RCBA. Sellers shall not be in breach of their obligations hereunder if the second settlement does not occur for any reason. 3. Contingent Consideration. (a) Triggering Events. The Buyers will pay additional contingent consideration to the Sellers pursuant to this Section 3 if but only if all of the following conditions occur: (i) Within nine months of the date hereof, an offer is made to all holders of a class of the Company's common stock to purchase all or a portion of such shares. (ii) Such offer is made either: (A) By any Buyer or any of its "Affiliates" (as defined below) pursuant to a merger proposal, tender offer or other comparable transaction. (An "Affiliate" means, with respect to any specified person, any person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such specified person.); or (B) By the Company or its successor pursuant to an "issuer tender offer" governed by Rule 13e-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") for more than 5% of the outstanding shares of such class of shares. Notwithstanding the foregoing but subject to Section 3(a)(iv) below, if the Company makes any offer to acquire any of its common shares as part of a transaction to effect the acquisition, merger or recapitalization of the Company by another party that is neither a Buyer nor an Affiliate of any Buyer, this Section will have no effect. (iii) The net amount to be received by such holders is in excess of $15.63 per share. (iv) The transaction is consummated thereafter, including a transaction initiated by a Buyer or any of its Affiliates but consummated or topped by a transaction initiated and consummated by a third party unaffiliated with Buyers or any of its Affiliates (the "Subsequent Transaction"). (b) Additional Consideration. If all of the conditions of Section 3(a) are satisfied, then within three days after the consummation of the Subsequent Transaction, the Buyers will pay the Sellers additional consideration for their Shares computed as follows: (i) Each Seller's number of Shares being sold pursuant to this Agreement will be multiplied by one-half of the amount by which (A) the lesser of (1) $17.00, or (2) the net amount received by the Company's shareholders for each share sold pursuant to the Subsequent Transaction, exceeds (B) $15.63 per share. (ii) If the Subsequent Transaction is an offer covered by Section 3(a)(ii)(B) for a portion, but not all, of a class of the outstanding common shares of the Company, the amount derived in Section 3(b)(i) above will be reduced to reflect the number of Shares such Seller could have sold and the Company would have purchased pursuant to the Subsequent Transaction if such Seller were a shareholder of the Company. 4. Representations of Sellers. Each Seller, as to itself but as to no other Seller, hereby represents, warrants and covenants to the Buyers that: (a) Ownership. Such Seller owns his Shares free and clear of any pledge, lien, charge, claim, security interest or other encumbrance of any kind, nature or description. Such Seller's Shares are validly issued, fully paid and non-assessable. (b) Authority and Compliance. Such Seller has full power and authority to transfer his Shares and has complied with or will comply with all legal requirements, if any, in connection with the sale of his Shares. Such transfer will not violate the rights of any third party. (c) No Restrictions. The Shares being transferred by such Seller are either free of any transfer restrictions applicable to such Seller or, if there are any transfer restrictions, such Seller has received assurances from the Company and/or its counsel that such restrictions will not prevent the transfer of such Shares pursuant to the terms set forth in this Agreement. 5. Representations of Buyers. Each Buyer, as to itself but as to no other Buyer, hereby represents, warrants and covenants to the Sellers that: (a) Accredited. Such Buyer is an accredited investor as defined in Regulation D under The Securities Act of 1933, as amended (the "Securities Act"). (b) Investment Intent. The Shares being acquired by such Buyer are being acquired for investment for Buyer's own account, and not with a view to a distribution of any part thereof. (c) Transfer. Such Buyer understands that it must bear the economic risk of this investment in the Shares for an indefinite period of time because the sale to the Buyers of such Shares has not been registered under the Securities Act and such Shares cannot be transferred by such Buyer unless such transfer is registered under the Act or an exemption from such registration is available, and such share certificates may bear a legend to such effect. (d) Authority and Compliance. Such Buyer has full power and authority to purchase its Shares and has complied with or will comply with all legal requirements, if any, in connection with the purchase of its Shares. 6. Miscellaneous. (a) Further Action. Each party agrees to use reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. (b) Entire Agreement; Successors and Assigns. This Agreement constitutes the entire understanding among the parties with regard to the subjects hereof, superseding all prior understandings, agreements, representations and negotiations, whether oral or written. The terms and conditions of this Agreement will inure to the benefit of, and be binding upon, the respective executors, administrators, heirs, successors and assigns of the parties. (c) Choice of Law. This Agreement will be interpreted and enforced in accordance with the laws of the State of Delaware as applied to contracts executed and performed entirely therein. (d) Counterparts. This Agreement may be signed in any number of counterparts and by facsimile, and when so signed and delivered will have the same effect as if all signatures appeared on the same document. (e) Notices. All notices required or permitted under this Agreement must be given in writing (which may include facsimile). All notices will be effective upon the earlier of (i) receipt (including confirmation that a facsimile has been received) or (ii) five business days after being deposited in the U.S. mail or two business days after being delivered to an overnight courier, in each case properly addressed as set forth on Schedule A or B (as the case may be), as such address may be changed by proper notice to the other parties. (f) Interpretation. All parties have been assisted by counsel in connection with this Agreement. The normal rule of construction that any ambiguity will be resolved against the drafting party will not be used in the interpretation of this Agreement. (g) Gender and Number. As the context so requires, (i) the masculine gender will include the feminine and neuter, and vice versa, and (ii) the singular will include the plural, and vice versa. (h) [reserved] (i) Amendment of Agreement. This Agreement may be amended only by a written instrument signed by all of the parties. (j) Severability. If any provision of this Agreement or the application of any such provision to any party is held by a court of competent jurisdiction to be contrary to law, such provision will be deemed amended to the minimum extent possible to comply with such law, and the remaining provisions of this Agreement will remain in full force and effect. (k) Attorneys' Fees. If it becomes necessary for any party to initiate legal action or any other proceeding to enforce, defend or construe such party's rights or obligations under this Agreement, the prevailing party will be entitled to reasonable costs and expenses, including attorneys' fees and costs, incurred and paid in connection with such action or proceeding. (l) Fees and Expenses. The Sellers, on the one hand, and the Buyers, on the other, shall each bear their own respective fees and costs in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, including the payment of any commission, finder's fee or similar payment because of any act or omission by such party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. THE SELLERS: _______________________________ HARRY FIGGIE, JR. _______________________________ NANCY F. FIGGIE _______________________________ HARRY E. FIGGIE, III MARK P. FIGGIE INTER VIVOS TRUST U/A 6/19/86 BY: __________________________ MARK P. FIGGIE, TRUSTEE ` _______________________________ MATTHEW PRIOR FIGGIE THE HARRY E. FIGGIE, JR. IRREVOCABLE TRUST DATED 11/17/65 FOR THE BENEFIT OF MATTHEW P. FIGGIE BY: WILMINGTON TRUST COMPANY, TRUSTEE BY: ________________________________ THE HARRY E. FIGGIE, JR. IRREVOCABLE TRUST DATED 11/17/65 FOR THE BENEFIT OF MARK P. FIGGIE BY: WILMINGTON TRUST COMPANY, TRUSTEE BY: ________________________________ THE HARRY E. FIGGIE, JR. IRREVOCABLE TRUST DATED 11/17/65 FOR THE BENEFIT OF HARRY E. FIGGIE III BY: WILMINGTON TRUST COMPANY, TRUSTEE BY: _________________________________ THE HARRY E. FIGGIE, JR. IRREVOCABLE TRUST AGREEMENT DATED FEBRUARY 16, 1972 BY: __________________________________ HARRY E. FIGGIE, III, TRUSTEE HARRY E. FIGGIE, JR. AND NANCY F. FIGGIE IRREVOCABLE TRUST AGREEMENT DATED SEPTEMBER 13, 1991 BY: _________________________________ HARRY E. FIGGIE, III, TRUSTEE BY: _________________________________ DAVID L. CARPENTER, TRUSTEE HARRY E. FIGGIE, JR. IRREVOCABLE TRUST AGREEMENT DATED APRIL 21, 1989 FBO BY: WILMINGTON TRUST COMPANY, TRUSTEE BY: _________________________________ TRUST AGREEMENT DATED JULY 15, 1976, OF HARRY E. FIGGIE, JR. BY: _________________________________ HARRY E. FIGGIE, JR., TRUSTEE CLARK-RELIANCE CORPORATION BY: __________________________________ TRUST AGREEMENT DATED SEPTEMBER 7, 1976 OF NANCY F. FIGGIE BY: _________________________________ NANCY F. FIGGIE, TRUSTEE F.E.F. & CO. BY: __________________________________ HARRY E. FIGGIE, JR BY: __________________________________ HARRY E. FIGGIE, III HUNTINGTON NATIONAL BANK,TRUSTEE UNDER THE CLARK-RELIANCE CORP. EMPLOYEES' PROFIT SHARING AND SAVINGS TRUST AND PLAN BY: __________________________________ SCHEDULE A SELLERS Shares Being Sold Purchase Sellers Class A Class B Total Price - ------- -------- ------- ----- --------- Harry E. Figgie, Jr. 2,916 670 3,586 $56,049.18 Nancy F. Figgie 58 58 116 $1,813.08 Harry E. Figgie, III 9,305 58,347 67,652 $l,057,400.76 Mark P. Figgie Inter Vivos Trust U/A 6/19/86 58,189 58,189 $909,494.07 Matthew Prior Figgie 465 465 $7,267.95 The Harry E. Figgie, Jr. Irrevocable Trust dated 11/17/65 for the Benefit of Matthew P. Figgie 732 2,499 3,231 $50,500.53 The Harry E. Figgie, Jr. Irrevocable Trust dated 11/17/65 for the Benefit of Mark P. Figgie 733 2,499 3,232 $50,516.16 The Harry E. Figgie, Jr. Irrevocable Trust dated 11/17/65 for the Benefit of Harry E. Figgie, III 732 2,499 3,231 $50,500.53 Harry E. Figgie, Jr. Irrevocable Trust Agreement Dated February 16, 1972 47,493 47,493 $742,315.59 Harry E. Figgie, Jr. and Nancy F. Figgie Irreovo- cable Trust Agree- ment dated September 13, 1991 10,000 10,000 $156,300.00 Harry E. Figgie, Jr. Irrevocable Trust Agreement dated April 21, 1989 FBO 209,504 209,504 $3,274,547.52 Trust Agreement dated July 15, 1976 of Harry E. Figgie, Jr. 112,141 565,527 677,668 $10,591,950.84 Clark Reliance Corporation 37,844 134,564 172,408 $2,694,737.04 Trust Agreement dated September 7, 1976 of Nancy E. Figgie 57,823 57,823 $903,773.49 FEF & Co. 1,500 2,112 3,612 $56,455.56 Huntington National Bank, Trustee Under The Clark-Reliance Corp. Profit Sharing and Savings Trust and Plan 152 13,684 13,836 $216,256.68 ------- --------- --------- -------------- 176,113 1,155,933 1,332,046 $20,819,878.98
SCHEDULE B BUYERS Buyer's Name and Address1 Shares Being Purchased Purchase Price Class A Class B Total Stinson Capital Partners, L.P. 46,606 305,900 352,506 $5,509,668.78 Stinson Capital Partners II, L.P. 9,765 64,096 73,861 1,154,447.43 BK Capital Partners IV, L.P. 3,011 19,760 22,771 355,910.73 Stinson Capital Fund (Cayman), 3,583 23,515 27,098 423,541.74 Ltd. Insurance Company Supported 23,655 155,262 178,917 2,796,472.71 Organizations Pension Plan United Brotherhood of Carpenters 2,641 17,338 19,979 312,271.77 and Joiners of America Local Unions and Councils Pension Fund The Carpenters Pension Trust for 69,082 453,427 522,509 8,166,815.67 Southern California The Common Fund 17,770 116,635 134,405 2,100,750.15 TOTAL 176,113 1,155,933 1,332,046 $20,819,878.98 ======= ========= ========= ==============
-----END PRIVACY-ENHANCED MESSAGE-----