-----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, ElKGjveURWvYf8lFtTrU+AwPmCAhPAA9ZrzTDIlXfB1VQTNUv77Az3zLH8dPrqTj NPh5eEb210yPsPqqZH/N9g== 0000927016-00-001627.txt : 20000505 0000927016-00-001627.hdr.sgml : 20000505 ACCESSION NUMBER: 0000927016-00-001627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000504 GROUP MEMBERS: AMERICAN OPPORTUNITY TRUST PLC GROUP MEMBERS: CHRISTOPHER HARWOOD BERNARD MILLS GROUP MEMBERS: CONSULTA (CHANNEL ISLANDS) LIMITED GROUP MEMBERS: GROWTH FINANCIAL SERVICES LIMITED GROUP MEMBERS: J O HAMBRO CAPITAL MANAGEMENT (HOLDINGS) LIMITED GROUP MEMBERS: J O HAMBRO CAPITAL MANAGEMENT LTD GROUP MEMBERS: J O HAMBRO CAPITAL MGMT LTD GROUP MEMBERS: NORTH ATLANTIC SMALLER COMPANIES INVESTMENT TRUST PLC GROUP MEMBERS: ORYX INTERNATIONAL GROWTH FUND LTD GROUP MEMBERS: TRIDENT NORTH ATLANTIC FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCOTT TECHNOLOGIES INC 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: 619547 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 INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 19870112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J O HAMBRO CAPITAL MANAGEMENT LTD CENTRAL INDEX KEY: 0000940755 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: X0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 PARK PLACE CITY: LONDON STATE: X0 MAIL ADDRESS: STREET 1: 10 PARK PLACE STREET 2: SW1A1LP CITY: LONDON STATE: X0 FORMER COMPANY: FORMER CONFORMED NAME: HAMBRO J O & PARTNERS LTD DATE OF NAME CHANGE: 19960206 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934* (Amendment No. 1) SCOTT TECHNOLOGIES, INC. ------------------------- (Name of Issuer) Common Stock, par value $.10 per share (Title of Class of Securities) 810022301 (CUSIP Number) COPY TO: Faith Pengelly J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP, England 011-44-171-222-2020 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 24, 2000 (Dates of Events which Require 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 [ ] 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). - ----------------------- --------------------- CUSIP No. 810022301 SCHEDULE 13D Page 2 of 83 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS J O Hambro Capital Management Limited No IRS Identification Number - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 England - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 866,300 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 866,300 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 866,300 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IA, CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP No. 810022301 SCHEDULE 13D Page 3 of 83 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS J O Hambro Capital Management (Holdings) Limited No IRS Identification Number - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 England - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 866,300 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 866,300 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 866,300 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IA, CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP No. 810022301 SCHEDULE 13D Page 4 of 83 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Growth Financial Services Limited No IRS Identification Number - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 England - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 350,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 350,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 350,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP No. 810022301 SCHEDULE 13D Page 5 of 83 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS North Atlantic Smaller Companies Investement Trust plc No IRS Identification Number - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 England - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 350,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 350,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 350,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IV, CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP No. 810022301 SCHEDULE 13D Page 6 of 83 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS American Opportunity Trust plc No IRS Identification Number - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 England - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 200,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 200,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 200,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IV, CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP No. 810022301 SCHEDULE 13D Page 7 of 83 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Christopher Harwood Bernard Mills No IRS Identification Number - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 England - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 866,300 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 866,300 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 866,300 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP No. 810022301 SCHEDULE 13D Page 8 of 83 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Oryx International Growth Fund Limited No IRS Identification Number - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Guernsey (Channel Islands) - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 125,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 125,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 125,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IV, CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP No. 810022301 SCHEDULE 13D Page 9 of 83 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Consulta (Channel Islands) Limited No IRS Identification Number - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Guernsey (Channel Islands) - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 125,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 125,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 125,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.7% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IA, CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP No. 810022301 SCHEDULE 13D Page 10 of 83 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Trident North Atlantic Fund No IRS Identification Number - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Cayman Islands - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 50,000 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 50,000 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 50,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IV, CO - ------------------------------------------------------------------------------ Item 1. Security Issuer. The class of equity securities to which this Statement on Schedule 13D (the "Statement") relates is the Common Stock, par value $.10 per share (the "Common Stock") of Scott Technologies, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 5875 Landerbrook Drive, Suite 250, Mayfield Heights, Ohio 44124. Item 2. Identity and Background. 2 (a-c,f). I. Filing Parties: -------------- This Statement is filed on behalf of the following nine persons, who are collectively referred to as the "Filing Parties": 1. J O Hambro Capital Management (Holdings) Limited ("Holdings") is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. Holdings functions as the ultimate holding company for J O Hambro Capital Management Limited. 2. J O Hambro Capital Management Limited ("J O Hambro Capital Management"), formerly named J O Hambro & Partners Limited, is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. J O Hambro Capital Management is principally engaged in the business of investment management and advising. It serves as co-investment adviser to NASCIT and as investment adviser to Oryx as well as private clients. 3. Christopher Harwood Bernard Mills is a British citizen whose business address is 10 Park Place, London SW1A 1LP England. His principal employment includes service as executive director of NASCIT, as a director of J O Hambro Capital Management and Oryx, and as co-investment adviser to NASCIT. 4. Growth Financial Services Limited ("GFS"), formerly named Growth Investment Management Limited, is a corporation organized under the laws of England with its principal office at 77 Middle Street, Brockham, Surrey RH3 7HL England and with its principal business at 10 Park Place, London SW1A 1LP England. GFS has undertaken to provide the services of Christopher Mills to NASCIT. 5. North Atlantic Smaller Companies Investment Trust plc ("NASCIT"), formerly named Consolidated Venture Trust plc, is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. NASCIT is a publicly-held investment trust company. Christopher Harwood Bernard 11 Mills and J O Hambro Capital Management serve as co-investment advisers to NASCIT. 6. American Opportunity Trust plc ("American Opportunity Trust"), formerly named Leveraged Opportunity Trust plc, is a corporation organized under the laws of England with its principal office and business at 10 Park Place, London SW1A 1LP England. American Opportunity Trust is a publicly-held investment trust company. Christopher Harwood Bernard Mills and J O Hambro Capital Management serve as co-investment advisers to American Opportunity Trust. 7. Oryx International Growth Fund Limited ("Oryx") is a corporation organized under the laws of the Island of Guernsey with its principal office and business at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey. Oryx is a closed-end investment company. J O Hambro Capital Management and Consulta serve as investment advisers to Oryx. 8. Consulta (Channel Islands) Limited ("Consulta") is a corporation organized under the laws of the Island of Guernsey with its principal office and business at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey. Consulta is principally engaged in the business of investment management and advising and serving as investment manager of Oryx. 9. The Trident North Atlantic Fund ("Trident North Atlantic") is an open-ended investment Company incorporated in the Cayman Islands with its principal office and business at P. O. Box 309, Ugland House, George Town, Grand Cayman, Cayman Islands. Trident North Atlantic is a publicly-held regulated Mutual Fund. Christopher Harwood Bernard Mills serves as a director of Trident North Atlantic and J O Hambro Capital Management serves as an investment adviser to Trident North Atlantic. 12 II. Control Relationships: --------------------- J O Hambro Capital Management is a wholly-owned subsidiary of J O Hambro Capital Management (Holdings) Limited. Christopher Mills owns 99% of the equity of GFS, and serves as a director of J O Hambro Capital Management and as executive director of NASCIT and American Opportunity Trust. III. Executive Officers and Directors: -------------------------------- In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers and directors of the Filing Parties is included in Schedule A hereto and is incorporated by reference herein. (d) Criminal Proceedings -------------------- During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Securities Law Proceedings -------------------------------- During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Filing Parties used their working capital funds to purchase the shares of Common Stock of the Company (the "Shares") to which this statement relates. The amount of funds used to date to acquire the Shares is approximately $11,191,868 (exclusive of brokerage fees and commissions). Item 4. Purpose of Transaction. The Reporting Person has no present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. 13 Item 5. Interest in Securities of the Issuer. (a)-(b) The aggregate number and percentage of the outstanding Common Stock of the Company beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of the Group, is as follows:
Number of Number of Number of Shares: Shares: Sole Aggregate Shares: Sole Shared or Shared Filing Number of Power to Power to Power to Approximate Party Shares: Vote Vote Dispose Percentage/*/ - ----------------------- ------------ ------------ ---------- ------------ --------------- Holdings 866,300 0 866,300 866,300 5.1% J O Hambro 866,300 0 866,300 866,300 5.1% Capital Management Christopher H.B. Mills 866,300 0 866,300 866,300 5.1% American Opportunity 200,000 0 200,000 200,000 1.2% Trust GFS 350,000 0 350,000 350,000 2.1% NASCIT 350,000 0 350,000 350,000 2.1% Oryx 125,000 0 125,000 125,000 0.7% Consulta 125,000 0 125,000 125,000 0.7% Trident North Atlantic 50,000 0 50,000 50,000 0.3%
/*/ Based on 16,918,122 shares of Common Stock, par value $.10 per share, outstanding as of February 15, 2000, which is based on information reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. (c) In the 60 days prior to the date of the filing of this Statement, the Filing Parties effected no transactions in the Common Stock other than those set forth in the fillowing table: 14
Scott Technologies, Inc. Trades in 60 days prior to filing Date No of shares Price Broker (US$) 14/03/00 J O Hambro Capital Management 20,000 17.25 Legg Mason 28/01/00 Trident North Atlantc 1,500 15.98 Raymond James 31/01/00 Trident North Atlantic 48,500 16.5 Raymond James 13/03/00 J O Hambro Capital Management 500 17.56 Raymond James
All of the above transactions were effected on the open market and were purchases. (d) The private clients of J O Hambro Capital Management have an economic interest in the dividends from, and the proceeds of sales of, Common Stock beneficially owned by J O Hambro Capital Management. The shareholders of NASCIT and American Opportunity Trust have an economic interest in the dividends from, and the proceeds of sales of, Common Stock beneficially owned by NASCIT and American Opportunity Trust, respectively. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As co-investment advisers to NASCIT, Christopher Harwood Bernard Mills and J O Hambro Capital Management share the right to transfer and vote the shares of Common Stock of the Company pursuant to an agreement entered into among NASCIT, GFS and Christopher Mills and an agreement entered into between NASCIT and J O Hambro Capital Management, each dated as of January 7, 1993, respectively. As co-investment advisers to American Opportunity Trust, Christopher Harwood Bernard Mills and J O Hambro Capital Management share the right to transfer and vote the shares of Common Stock of the Company pursuant to an agreement dated as of January 7, 1993 between American Opportunity Trust and J O Hambro Capital Management. Item 7. Material to be Filed as Exhibits. The following documents are filed herewith: (a) Secondment Services Agreement dated as of January 7, 1993 among NASCIT, GFS and Christopher Harwood Bernard Mills. (b) Administration, Management and Custody Agreement dated as of January 7, 1993 between NASCIT and J O Hambro Capital Management (formerly named J O Hambro & Partners Limited). 15 (c) Administration, Management and Custody Management Agreement dated as of January 7, 1993 between J O Hambro Capital Management (formerly named J O Hambro & Partners Limited) and American Opportunity Trust. (d) Power of Attorney of Christopher Harwood Bernard Mills dated July 9, 1997. (e) Joint Filing Agreement dated as of April 13, 2000 among J O Hambro Capital Management (Holdings) Limited, J O Hambro Capital Management Limited, American Opportunity Trust plc, Christopher Mills, The Trident North Atlantic Fund, Growth Financial Services Limited, North Atlantic Smaller Companies Investment Trust plc, Oryx International Growth Fund Limited and Consulta (Channel Islands) Limited. 16 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: April 13, 2000 J O HAMBRO CAPITAL MANAGEMENT LIMITED By: /s/ R.G. Barrett ---------------------------- Name: R.G. Barrett Title: Director Executed on behalf of the parties hereto pursuant to the Joint Filing Agreement filed herewith. 17 Schedule A The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro Capital Management (Holdings) Limited ("Holdings") as of the date hereof. Name: James Daryl Hambro (Chairman) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Chairman, J O Hambro Capital Management Limited Name: Christopher Harwood Bernard Mills (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro Capital Management Limited Name: Nichola Pease (Director and Chief Executive) Citizenship: British 18 Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director and Chief Executive, J O Hambro Capital Management Limited Name: Basil Postan (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Limited Name: Malcolm Robert King (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Limited Name: Lisa Marie Rowland (Director) Citizenship: American Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England 19 Principal Occupation: Director, J O Hambro Capital Management Limited Name: Robert George Barrett (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Limited Name: Claudia Margaret Cecil Perkins (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Limited 20 The following table sets forth certain information concerning each of the directors and executive officers of J O Hambro Capital Management Limited ("J O Hambro Capital Management") as of the date hereof. Name: James Daryl Hambro (Managing Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Managing Director, J O Hambro Capital Management Limited Name: Christopher Harwood Bernard Mills (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro Capital Management Name: Claudia Margaret Cecil Perkins (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management 21 Name: Malcolm Robert King (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Name: Nichola Pease (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director and Chief Executive, J O Hambro Capital Management Name: Basil Postan (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Name: Lisa Marie Rowland (Director) Citizenship: American 22 Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management Name: Robert George Barrett (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Director, J O Hambro Capital Management 23 The following table sets forth certain information concerning each of the directors and executive officers of North Atlantic Smaller Companies Investment Trust plc ("NASCIT") as of the date hereof. Name: Christopher Harwood Bernard Mills (Executive Director) Citizenship: British Business Address: North Atlantic Smaller Companies Investment Trust plc 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust plc Director, J O Hambro Capital Management Name: Enrique Foster Gittes (Chairman) Citizenship: USA Residence: 4 East 82nd Street New York, New York 10028 USA Principal Occupation: Director, NASCIT Name: Brian Roger Adams Citizenship: British Residence: Hill House Church Lane Debden, NR. Saffron Walden Essex CB11 3LD 24 Principal Occupation Director, NASCIT Name: Robert D. Power (Director) Citizenship: British Business Address: 115 East 90th Street New York, New York 10022 USA Principal Occupation: Non-executive director Name: Douglas P C Nation (Director) Citizenship: British Business Address: Bear Stearns Co. Inc./1/ 245 Park Avenue New York, NY 10167 Principal Occupation: Managing Director, Bear Stearns Co. Inc. Name: The Hon. Peregrine D E M Moncreiffe (Director) Citizenship: British Business Address: Easter Moncreiffe Bridge of Earn Perthshire Scotland PH2 8 QA Principal Occupation: Non-executive director - ----------------------------- /1/ Bear Stearns Co. Inc. principally engages in the brokerage business. 25 The following table sets forth certain information concerning each of the directors and executive officers of Growth Financial Services Limited ("GFS") as of the date hereof. Name: Christopher Harwood Bernard Mills (Director) Citizenship: British Business Address: 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro Capital Management Name: Ivan Alexander Shenkman (Director) Citizenship: British Residence: 34 Royal Crescent, London W11 England Principal Occupation: Consultant GFS is controlled by Christopher Mills who owns 99% of the share capital. 26 The following table sets forth certain information concerning each of the directors and executive officers of American Opportunity Trust plc ("American Opportunity Trust") as of the date hereof. Name: R. Alexander Hammond-Chambers (Chairman) Citizenship: British Business Address: 29 Rutland Square Edinburgh EH1 2BW Principal Occupation: Non-executive director Name: Christopher Harwood Bernard Mills Citizenship: British Business Address: 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, American Opportunity Trust Executive Director, NASCIT Director, J O Hambro Capital Management Name: John Gildea (Director) Citizenship: USA Business Address: Gildea Management Company/2/ 115 East Putnam Avenue 3rd Floor Greenwich, Connecticut 06830 Principal Occupation: President, Gildea Management Company - -------------------------- /2/ Gildea Management Company is principally engaged in the investment management business. 27 Name: The Hon. James J. Nelson (Director) Citizenship: British Business Address: Foreign & Colonial Ventures/3/ 4th Floor Berkeley Square House Berkeley Square London W1X 5PA England Principal Occupation: Director, Foreign & Colonial Ventures Name: Iain Tulloch (Director) Citizenship: British Business Address: Murray Johnstone Ltd./4/ 7 West Nile Street Glasgow G2 2PX Scotland Principal Occupation: Director, Murray Johnstone Ltd. Name: Philip Ehrman (Director) Citizenship: British - ----------------------------- /3/ Foreign & Colonial Ventures is principally engaged in the investment management business. /4/ Murray Johnstone Ltd. is principally engaged in the investment management business. 28 Business Address: Gartmore Investment Management Ltd./5/ Gartmore House 16-18 Monument Street London EC3R 8AJ England Principal Occupation: Investment Manager, Gartmore Investment Management Ltd. - ----------------------- /5/ Gartmore Investment Management Limited is principally engaged in the investment management business. 29 The following table sets forth certain information concerning each of the directors and executive officers of Oryx International Growth Fund Limited ("Oryx") as of the date hereof. Name: Nigel Kenneth Cayzer (Chairman) Citizenship: British Business Address: Kinpurnie Estate Smiddy Road Newtyle Perthshire PH12 8TB Principal Occupation: Non-executive director Name: His Excellency Salim Hassan Macki (Director) Citizenship: Omani Business Address: P.O. Box 4160 Postal Code 112 Ruwi Sultanate of Oman Principal Occupation: Non-executive director Name: Patrick John McAfee (Director) Citizenship: British Business Address: Deutche, Morgan Grenfell/6/ 4 Eagle Valley Power Court Ennis Kerry County Wicklow Ireland - ----------------------- /6/ Deutche, Morgan Grenfell is a merchant bank. 30 Principal Occupation: Company Director Name: Christopher Harwood Bernard Mills (Director) Citizenship: British Business Address: 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro & Partners Director, Oryx Name: Harald Lungershausen (Director) Citizenship: German Business Address: Seestrasse 240 P.O. Box 0802 Kilchberg Zurich Switzerland Principal Occupation: Company Director Name: Mohamed Hassan Ghurlam Habib (Director) Citizenship: Omani Business Address: Oman National Insurance Company/7/ PO Box 2254 Postal Code 112 Ruwi Sultanate of Oman - ---------------------- /7/ Oman National Insurance Company is principally engaged in the insurance business. 31 Principal Occupation: Chief Executive, Oman National Insurance Company, SAOG Name: Rupert Arthur Rees Evans (Director) Citizenship: British Business Address: Ozannes/8/ PO Box 186 1 Le Marchant Street St. Peter Port Guernsey Channel Islands Principal Occupation: Guernsey Advocate Partner, Ozanne van Leuven Perrot & Evans Name: Hussan Al Nowais Citizenship: United Arab Emirates Business Address: Emirate Holdings P.O. Box 984 Abu Dhabi United Arab Emirates Principal Occupation: Chairman and Managing Director, Emirate Holdings - ---------------------- /8/ Ozannes is a law firm. 32 The following table sets forth certain information concerning each of the directors and executive officers of Consulta (Channel Islands) Limited ("Consulta") as of the date hereof. Name: Gary Michael Brass (Director) Citizenship: British Business Address: 20 St. James's Street London SW1A 1ES England Principal Occupation: Managing Director, Consulta Name: Jeremy Caplan (Director) Citizenship: British Business Address: 1 Britannia Place Bath Street St. Helier Jersey Principal Occupation: English Solicitor Name: Barry Carroll (Director) Citizenship: British Business Address: Management International (Guernsey) Limited/9/ Bermuda House St. Julian's Avenue St. Peter Port Guernsey Principal Occupation: Managing Director Management International (Guernsey) Limited - ---------------------------- /9/ Management International (Guernsey) Limited is principally engaged in the investment management business. 33 Name: Rupert Arthur Rees Evans (Director) Citizenship: British Business Address: P.O. Box 186 1 Le Marchant Street St. Peter Port Guernsey Principal Occupation: Guernsey Advocate Partner, Ozanne van Leuven Perrot & Evans 34 The following table sets forth certain information concerning each of the directors and executive officers of Consulta Limited, the parent of Consulta (Channel Islands) Limited. Name: Harald Alejandro Lamotte (Director) Citizenship: British Business Address: 20 St. James's Street London SW1A 1ES England Principal Occupation: Investment Fund Manager, Consulta Limited Name: Gary Michael Brass (Director) Citizenship: British Business Address: 20 St. James's Street London SW1A 1ES England Principal Occupation: Investment Fund Manager, Consulta Limited Name: Paul David Ashburner Nix (Director) Citizenship: British Business Address: 20 St. James's Street London SW1A 1ES Principal Occupation: Investment Fund Manager Consulta Limited 35 The following table sets forth certain information concerning each of the directors and executive officers of Trident North Atlantic Fund ("Trident North Atlantic") as of the date hereof. Name: Niamh Meenan (Director) Citizenship: Irish Business Address: RSM Robson Rhodes Fitzwilton House Wilton Place Dublin 2 Principal Occupation: Senior Manager, RSM Robson Rhodes Name: Christopher Harwood Bernard Mills (Director) Citizenship: British Business Address: J O Hambro Capital Management Limited 10 Park Place London SW1A 1LP England Principal Occupation: Executive Director, NASCIT Executive Director, American Opportunity Trust Director, J O Hambro Capital Management Limited Name: David Sargison (Director) Citizenship: British Business Address: Caledonian Bank & Trust Limited Caledonian House George Town, Grand Cayman Cayman Islands Principal Occupation: Managing Director, Caledonian Bank & Trust Limited 36 Exhibit Index ------------- Document - -------- The following documents are filed herewith: (a) Secondment Services Agreement dated as of January 7, 1993 among NASCIT, GFS and Christopher Harwood Bernard Mills. (b) Administration, Management and Custody Agreement dated as of January 7, 1993 between NASCIT and J O Hambro Capital Management (formerly named J O Hambro & Partners Limited). (c) Administration, Management and Custody Management Agreement dated as of January 7, 1993 between J O Hambro Capital Management (formerly named J O Hambro & Partners Limited) and American Opportunity Trust. (d) Power of Attorney of Christopher Harwood Bernard Mills dated July 9, 1997. (e) Joint Filing Agreement dated as of April 13, 2000 among J O Hambro Capital Management (Holdings) Limited, J O Hambro Capital Management Limited, American Opportunity Trust PLC, Christopher Mills, The Trident North Atlantic Fund, Growth Financial Services Limited, North Atlantic Smaller Companies Investment Trust plc, Oryx International Growth Fund Limited and Consulta (Channel Islands) Limited. EX-99.A 2 SECONDMENT SERVICES AGREEMENT SECONDMENT SERVICES AGREEMENT AMONG NASCIT, GFS AND CHRISTOPHER MILLS -38- DATED 7th January, 1993 ----------------------- CONSOLIDATED VENTURE TRUST PLC and GROWTH INVESTMENT MANAGEMENT LIMITED and CHRISTOPHER HARWOOD BERNARD MILLS ----------------------------- SECONDMENT SERVICES AGREEMENT ----------------------------- Allen & Overy London -39- THIS AGREEMENT is made on 7th January, 1993. BETWEEN: (1) CONSOLIDATED VENTURE TRUST PLC of 11 Devonshire Square, London EC2M 4YR (the "Company"); ------- (2) GROWTH INVESTMENT MANAGEMENT LIMITED of 10 Clivedon Place, London SW1W 6LA ("GIM"); and --- (3) CHRISTOPHER HARWOOD BERNARD MILLS of 10 Clivedon Place, London SW1W 6LA (the "Executive"). --------- NOW IT IS HEREBY AGREED as follows: 10. Interpretation -------------- a. In this Agreement: "Administration, Management and Custody Agreement" ------------------------------------------------ means an administration, management and custody agreement made on or about the same date as this Agreement between the Company and JO Hambro & Partners Limited; "Associated Company" means: ------------------ i. a company which is not a subsidiary of the Company but whose issued equity share capital (as defined in section 744 of the Companies Act 1985) is owned as to at least 20 per cent. by the Company or one of its Subsidiary Companies; and ii. a Subsidiary Company of a company within (a) above; "Board of Directors" ------------------ means the board of directors of the Company or a committee of the board of directors of the Company; "the Company" ----------- -40- includes each of its branches if any; "Group" ----- means the Company, and its Subsidiary Companies and Associated Companies for the time being and "Group Company" means any one of them; ------------- "Investments" ----------- includes any asset, right or interest falling within Part I of Schedule 1 of the Financial Services Act 1986 and any other asset, right or interest in respect of property of any kind wherever situate whether or not producing income; "Shareholders' Funds" ------------------- means the amount of the nominal capital of the Company for the time being issued and paid up or credited as paid up, the amount repayable by the Company in respect of any borrowings repayable more than three years after initially made (but excluding convertible debt) and the amounts standing to the credit of the consolidated capital and revenue reserves (including without limitation share premium account, capital redemption reserve and profit and loss account) of the Company and its Subsidiary Companies properly reflected in an audited balance sheet of the Company prepared in accordance with recognised accounting principles but after making such adjustments as may be necessary to reflect: (a) the Board of Directors' valuation of all unquoted investments in accordance with a statement of value prepared for and approved by the Board of Directors in accordance with procedures and on a basis reviewed by the Company's auditors; and (b) the payment of any dividend or the making of any other distribution to shareholders of the Company. "Subsidiary Company" means a subsidiary as defined by section 736 of the ------------------ Companies Act 1985; and "Working Day" means a day other than a Saturday, Sunday or bank holiday or ----------- other public holiday in England. b. References to persons include bodies corporate and unincorporated associations and references to companies include any bodies corporate. c. Any reference to a statutory provision includes any statutory modification or re-enactment of it for the time being in force. -41- d. Subclauses (1) to (3) above apply unless the contrary intention appears. e. The headings in this Agreement do not affect its construction. f. References to amounts payable shall be exclusive of value added tax thereon so that value added tax shall be payable in addition if and to the extent chargeable. 11. Services -------- a. GIM shall provide the services of the Executive to the Company as described and on the terms set out in this Agreement ("the Services"). ------------ The parties intend the Services to be provided by secondment of the Executive from GIM to the Company. b. GIM shall employ the Executive for the purposes of enabling it to provide the Services. c. The provision of the Services by GIM shall be deemed to take effect from the date of execution of this Agreement ("the Commencement ---------------- Date"). ---- d. GIM and the Executive warrant to the Company that by entering into this Agreement and performing the Services they will not be in breach of any contract or other obligation binding on them. 12. Services of the Executive ------------------------- a. GIM shall, and shall procure that the Executive shall, use their best endeavours to protect and further the interests of the Company giving the full benefit of the Executive's knowledge and expertise. b. GIM shall procure that the Executive shall serve as chief executive and director of the Company, subject to the Company appointing the Executive as such. c. The Executive shall perform the functions from time to time assigned to or vested in him by the Board of Directors and in particular he shall be responsible (subject to such authorisation procedures as the Board of Directors may specify and except to the extent that the Board shall not require the services of the Executive in respect of all or part of the Investments of the Company) for: i. keeping under review the investments from time to time held by the Company; -42- ii. deciding upon purchases and sales and other transactions in respect of investments and subscriptions to issues of investments, including underwriting commitments on behalf of the Company and otherwise determining when the Company should invest, realise and re-invest its assets and exercise all rights attaching to its assets; iii searching out and evaluating investment opportunities for the Company; iv. analysing the progress of companies in which the Company has invested; v. submitting to the Board of Directors such reports and information regarding investments as the Board of Directors shall reasonably require; and vi. recommending to the Board of Directors any future developments or changes to the investment policy of the Company. d. The Executive shall faithfully serve the Company, and GIM shall procure that the Executive shall devote 50 per cent. of his time during normal business hours to the provision of the services and at such additional times as are necessary for the proper fulfilment of those services, but the Executive shall not be required to provide such services at such times as he is on holiday (as provided for in Clause 7), nor at such times (being not more than 90 Working Days in any period of 12 consecutive months) when the Executive is incapacitated by reason of illness or injury. e. GIM shall, and shall procure that the Executive shall, accept appointments to such offices and enter into such agreements as the Company shall deem reasonably necessary for the proper provision of the Services. f. GIM shall, and shall procure that the Executive shall, disclose forthwith to the Board of Directors any conflict of interest which may arise in connection with the performance of the Services as a result of any other present or future appointment, employment or interest of GIM or the Executive (other than that which concerns a Group Company). g. The Executive shall provide the Services at such place or places as the Board of Directors may reasonably require. -43- 5. Fee --- (1) The Company shall pay to GIM a fee to be agreed from time to time ("the --- Fee") but so that the maximum fee payable under this sub-clause (exclusive --- of Value Added Tax) when aggregated with the Management Fee (exclusive of Value Added Tax) payable under the Administration, Management and Custody Agreement (or any administration, management and custody agreement with whomsoever made superseding that agreement) shall not in any financial period of the Company exceed one per cent. of Shareholders' Funds of the Company and its Subsidiary Companies on the last day of the preceding financial period of the Company. (2) For the avoidance of doubt, the Company shall not be obliged to provide the Executive with, or reimburse GIM for the cost of providing the Executive with medical insurance, life assurance, pension benefits, accident insurance, permanent health assurance or other benefits except as expressly provided for in this Agreement. (3) The Fee shall accrue from day to day and be payable quarterly in advance on 31st January, 30th April, 31st July and 31st October in each year. The first payment shall be a pro rata part of the quarterly fee for the period from the date of this Agreement to the next quarter date. GIM shall reimburse the Company for a pro rata part of any quarterly fee paid in advance in respect of any period after termination of this Agreement. (4) The Fee shall be exclusive of any fees receivable by the Executive as a director of any Group Company. (5) In addition to the Fee the Company shall pay to GIM a performance fee in the amount and payable in the manner set out in the Schedule to this Agreement ("the Performance Fee"). ------------------- (6) The Company shall pay to the Executive (Pounds)1 per annum (if demanded) as consideration for his obligations under this Agreement. 6. Expenses -------- (1) In addition to the Fee and Performance Fee the Company shall reimburse GIM (on production of such vouchers or other evidence as the Company may require) the amount of all travelling and other expenses properly and reasonably incurred by the Executive in the provision of the Services. (2) The Company shall provide the Executive with reasonably suitable office accommodation and secretarial assistance at the offices of the Company or such Group Company as may be appropriate so as to enable the Executive properly to provide the -44- Services but nothing in this Agreement shall be construed or have effect as constituting any relationship of landlord or tenant between the Company and GIM or the Executive and any use of such office accommodation by GIM or the Executive shall be as bare licensee of the Company. 7. Holidays -------- a. The Company acknowledges that the Executive is entitled to a maximum of 30 Working Days' holiday in every calendar year under his service agreement with GIM. b. GIM and the Executive agree that the Executive will take his holidays at such times as are convenient to the Company. 8. Confidential Information ------------------------ a. GIM and the Executive acknowledge that to enable them to provide the Services and to discharge their responsibilities under this Agreement the Company, and the Group, will provide them with information relating to the Group of a highly confidential nature (any and all information relating to the Company, the Group, and each Group Company, their respective businesses, activities or customers, including but without limitation all and any analyses, compilations, forecasts, studies or other documents, is referred to in this Agreement as "Information"). b. GIM and the Executive agree that they will adopt all such procedures as the Company may require and that they will keep confidential all Information and shall not, without the prior written consent of the Board of Directors (save as required by law) disclose the Information in whole or in part other than to the Board of Directors and to the Company's professional advisers. GIM and the Executive shall not use the Information other than in connection with the provision of the Services. Notwithstanding the foregoing, GIM and the Executive agree not to disclose the Information (save as required by law) to any person except to the extent necessary to discharge their responsibilities under this Agreement. c. Any document, including without limitation notes, memoranda, diaries, correspondence, computer disks or copies thereof created by GIM or the Executive in providing the Services shall be and remain the property of the Company or such Group Company as appropriate and the Company or such Group Company shall be the absolute beneficial owner of the copyright in any such document. d. GIM and the Executive shall at any time during the continuance of this Agreement if so required by the Company or any Group Company and in the -45- event of the termination of this Agreement (whether lawfully or otherwise) surrender to the Company or such Group Company all original and copy documents in their possession custody or control belonging to the Company or Group Company or relating to the business of the Company or any Group Company together with any other property belonging to the Company or any Group Company. e. The obligations of GIM and the Executive under this Agreement apply to all and any Information whether the Information was in or comes into their possession prior to or following this Agreement and such obligations shall be continuing obligations throughout the continuance of this Agreement and at all times following its termination. f. GIM and the Executive agree to observe the laws and regulations which may apply in the jurisdictions where the Company and the Group Companies are located. g. GIM and the Executive understand and agree that any breach of their obligations under this Clause 8 will cause the Company irreparable injury and that monetary damages will not be an adequate remedy for any such breach. In the event of any breach or threatened breach by GIM or the Executive, the Company shall be entitled to injunctive relief in any court of competent jurisdiction restraining GIM or the Executive from such breach. 9. Gratuities and Codes of Conduct ------------------------------- a. GIM and the Executive shall not directly or indirectly accept any commission, rebate or other financial benefit from any person who has or is likely to have a business relationship with any Group Company without the consent of the Board of Directors. b. GIM and the Executive shall comply with all codes of conduct from time to time adopted by the Company, and with all applicable rules and regulations of the London Stock Exchange and any other relevant regulatory authority including (without limitation) the Model Code for Securities Transactions by Directors of Listed Companies. 10. Termination of Appointment -------------------------- a. This Agreement shall be for a period of 12 months from the Commencement Date and shall continue for successive periods of 12 months provided that GIM or the Company may terminate this Agreement at any time by giving to the other of them at least 12 months' notice in writing expiring at any time (whether or not on the anniversary of this Agreement). -46- b. If: i. the Executive ceases for any reason to be an employee of GIM; ii. the Executive becomes of unsound mind or is, or may be, suffering from mental disorder and either: (i) he is admitted to hospital for treatment under the Mental Health Act 1983; or (ii) an order is made by any competent court for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; iii. the Executive is unable properly to perform his duties under his service agreement with GIM by reason of ill- health, accident or otherwise for a period or periods aggregating at least 180 Working Days in any period of 12 consecutive months; iv. GIM or the Executive fails or neglects efficiently and diligently to discharge its duties, or GIM or the Executive is guilty of any breach of their obligations under this Agreement or any other agreement with a Group Company (including any consent granted under any of them); v. GIM or the Executive is guilty of misconduct or suffers any matter which (by reason of its effect on the Executive's reputation or otherwise) affects or is likely to affect prejudicially the interests of the Company or the Group, or the Executive is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); vi. the Executive becomes bankrupt or makes any arrangement or composition with his creditors (other than as a result of losses relating to his underwriting affairs in the Lloyds insurance market); -47- vii. GIM becomes unable to pay its debts as they fall due or makes any arrangement or composition with its creditors or an order is made or any effective resolution is passed for winding-up GIM; or viii. the Executive is disqualified from being a director of any company by reason of an order made by any competent court the Company may by written notice to GIM terminate this Agreement with immediate effect but: (i) any such termination shall be without prejudice to any other rights of the Company; and (ii) a notice under sub-clause (c) may be given by the Company to GIM only within 90 days after the end of any period or periods of disability referred to in that sub-clause. c. On the termination of this Agreement in any way (whether lawfully or otherwise) the Executive shall immediately resign all offices held by him in any Group Company (without prejudice to the rights of any party arising out of this Agreement or the termination of this Agreement) and if he fails to do so the Company is irrevocably authorised to appoint some person in his name and on his behalf to do all such things and execute all such documents as may be necessary, or incidental to, to give effect to his resignation. 11. Executive not an employee of the Company nor carrying on separate ----------------------------------------------------------------- investment business ------------------- a. Nothing contained in this Agreement shall be construed or have effect as constituting any relationship of employer and employee between the Company and the Executive save that, for the purposes of Clause 8 only, the Executive agrees to be subject to the same status as the employees of the Company. b. The Executive shall at all times be an employee of GIM. c. GIM shall be responsible for the payment of any wages, Employers' National Insurance and any other contributions required by law to be paid by it as employer in relation to the Executive and shall make all appropriate deductions from the Executive's wages in respect of Income Tax (PAYE) and Employers' National Insurance contributions and shall indemnify the Company in respect thereof. -48- d. Nothing contained in this Agreement shall be construed or have effect as either the Executive or GIM carrying on investment business within the meaning of the Financial Services Act 1986, in particular in relation to the functions described in Clause 3(3) of this Agreement. The intent of the parties is that GIM will provide the services of the Executive but neither GIM nor the Executive shall be treated as providing independent investment management or advisory services to the Company. 12. Guarantee --------- a. The Executive hereby unconditionally guarantees and undertakes to the Company that GIM shall duly and punctually observe and perform all the undertakings, covenants and obligations whatsoever of GIM under this Agreement to the intent that if GIM shall fail for whatever reason so to observe and perform any of such undertakings, covenants and obligations the Executive shall be liable to perform the same in all respects as if the Executive were principally bound thereby. b. No time or other indulgence given by the Company to GIM nor any neglect failure or forbearance on the part of the Company to enforce the performance or observance of any of GIM's undertakings, covenants and obligations under this Agreement shall in any way release or affect the liability of the Executive hereunder. 13. Indemnity --------- The Company shall, insofar as it is permitted by any applicable law, indemnify GIM and the Executive against any costs, claims or liabilities incurred as a result of the Executive being a director or an officer of any Group Company or his being held out to any person as a director or officer of any such company. 14. General ------- a. Neither GIM nor the Executive shall assign or otherwise transfer any of its or his rights nor sub-contract or otherwise transfer any of its or his obligations under this Agreement. If the Company transfers the whole or a substantial part of its undertaking and property to another company as part of a reconstruction or amalgamation, the Company may by written notice to GIM transfer all its rights and obligations under this Agreement to that other company. b. This Agreement shall be governed by and construed in accordance with English law. The parties irrevocably submit to the jurisdiction of the English courts. 15. Notices ------- -49- Any notice to be served under this Agreement may, in the case of the Company be delivered or sent by first class post to the Company at its registered office for the time being and, and in the case of GIM or the Executive, may be delivered to the Executive or sent by first class post to the Executive's usual or last known place of residence. Notices served by first class post shall be deemed duly served twenty-four hours after posting and proof of posting shall be proof of delivery. IN WITNESS of which each of the parties has executed this Agreement on the date first mentioned on page 1. -50- SCHEDULE -------- The Performance Fee ------------------- The Performance Fee referred to in Clause 5(5) of the Agreement shall be calculated and payable as follows: 1. As further consideration for the performance of the Services, GIM shall be entitled to receive on 1st July in each year a Performance Fee which shall be calculated as the amount equivalent to a percentum of Funds (as calculated below) of the Company as at 31st March each year (an in respect of any period, to which this Agreement applies, of less or more than twelve months the Performance Fee shall be decreased or (as the case may be) increased in proportion to the amount by which the period in question is less than 365 days or exceeds 365 days, as the case may be). 2. In the event of any change in the financial year end of the Company from 31st January in any year, the period covered by this Schedule shall be altered so that any current period the subject of this Schedule shall expire on the date falling two calendar months after the date of the new financial year end of the Company and so that: (a) any such new period covered by this Schedule shall always commence on the date falling two calendar months and one day after the expiry of the financial period of the Company; (b) payment pursuant to paragraph 1 above shall be made on the date falling six calendar months and one day after the new financial year end date of the Company; (c) all references to 31st March in this Schedule shall then be deemed to apply to the date falling two months after the new financial year end of the Company; and (d) in the event of any further change in the financial year end of the Company the provisions of this sentence shall apply "mutatis mutandis". 3. In addition, if the appointment of GIM under this Agreement terminates otherwise than on 31st March (or such date on which the relevant twelve month period ends) GIM shall be entitled to a proportionate part of the fee which would have been payable to it if the appointment had been effective during the whole of the twelve month period in question. -51- 4. Such percentum will be calculated from the fraction arising in accordance with the following formula: (A - 1) x 0.1 - -- (B ) Where A - Funds at 31st March in any calendar year ("Relevant Year Date") ___________________________________________________________________ Funds at 31st March in the immediately preceding calendar year ("Preceding Year Date") the Standard & Poors' rate of exchange of Composite Index at US$ per (Pounds)1 at the B - the Relevant Year End Preceding Year Date --------------------- ------------------- x the Standard & Poors' rate of exchange of Composite Index at US$ per (Pounds)1 at the the Preceding Year Date Relevant Year Date Provided always that the percentum shall not be less than nil and not greater than 0.5 per cent. 5. In the event of the issue of new shares, debentures or other loan capital by the Company for value or in the event of any shares, debentures or other loan capital of the Company being repaid during the relevant period, item A shall be adjusted as the Board of Directors may determine and the Company's auditors shall confirm as fair and reasonable. 6. In the event of any dispute between GIM and the Board of Directors as to the value to be attributed to the Investments or any of them pursuant to these provisions the value shall be determined by the auditors of the Company acting as experts and not as arbitrators and their valuation shall be final and binding upon the parties and the provisions of paragraph 7 below shall apply to the calculation of the Performance Fee. 7. For the purposes of this Schedule the expression "Funds" shall mean the amount of the nominal capital of the Company for the time being issued and paid up or credited as paid up and the amounts standing to the credit of the consolidated -52- capital and revenue reserves (including without limitation share premium account, capital redemption reserve fund and profit and loss account) of the Company and its subsidiaries at the dat on which the calculation is required to be made based on the last audited balance sheet of the Company but after making such adjustments as may be necessary to reflect: (a) realised profits or losses arising in respect of the period from the date of the last audited balance sheet to the date of the calculation; (b) the Board of Directors' valuation of all unquoted investments on such date of calculation in accordance with a statement of value prepared for and approved by the Board of Directors in accordance with procedures and on a basis reviewed by the Company's auditors; (c) the payment of any dividend or the making of any other distribution to shareholders of the Company. 8. Subject to the provisions of this Schedule the Performance Fee shall be paid on 1st July in respect of the twelve month period commencing on 1st April in the preceding calendar year and ending on 31st March in the current calendar year. -53- SIGNED by H. Gittes ) /s/ H. Gittes on behalf of CONSOLIDATED ) VENTURE TRUST PLC ) in the presence of: ) SIGNED by C.H.B. Mills ) /s/ Christopher Mills on behalf of GROWTH INVESTMENT) MANAGEMENT LIMITED ) in the presence of: ) SIGNED by CHRISTOPHER HARWOOD ) /s/ Christopher Mills BERNARD MILLS ) in the presence of: ) -54- EX-99.B 3 ADMINISTRATION MANAGEMENT & CUSTODY AGREEMENT ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT BETWEEN NASCIT AND J O HAMBRO & PARTNERS -55- DATED 7th January 1993 ---------------------- CONSOLIDATED VENTURE TRUST PLC and J O HAMBRO & PARTNERS LIMITED _____________________________________________________________ ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT ______________________________________________________________ Allen & Overy London -56- THIS AGREEMENT is made on 7th January 1993 BETWEEN: (1) CONSOLIDATED VENTURE TRUST PLC of 11 Devonshire Square, London EC2M 4YR (the "Company"); and ------- (2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H 9AL (the "Manager"). ------- NOW IT IS HEREBY AGREED as follows: 1. Interpretation -------------- (1) In this Agreement: "Board" ----- means the Board of Directors of the Company, or a committee thereof or (where the context so admits) a Director of the Company, duly authorised; "IMRO" ---- means the Investment Management Regulatory Organisation Limited or its successors from time to time; "IMRO Rules" ---------- means the rules of IMRO from time to time applicable; "Investments" ----------- includes any asset, right or interest falling within any paragraph in Part I of Schedule I to the Financial Services Act 1986 and any other asset, right or interest in respect of property of any kind and, without prejudice to the foregoing, wherever situate and whether or not producing income; "Portfolio" --------- means the Investments from time to time owned by the Company; "Secondment Services Agreement" ----------------------------- means an Agreement made on or about the same date as this agreement between the Company, Growth Investment Management Limited ("GIM") and Christopher Harwood Bernard Mills; -57- "Stock Exchange" -------------- means The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; "subsidiary" ---------- shall have the meaning ascribed thereto by Section 736 of the Companies Act 1985. (2) References to persons include bodies corporate and unincorporated associations and references to companies include any bodies corporate. (3) Any reference to a statutory provision includes any statutory modification or re-enactment of it for the time being in force. (4) Subclauses (1) to (3) above apply unless the contrary intention appears. (5) The headings in this Agreement do not affect its construction. (6) References to amounts payable by the Company shall be exclusive of value added tax thereon so that value added tax shall be payable in addition if and to the extent chargeable. 2. Appointment ----------- The Company hereby appoints the Manager to be the investment manager and administrator of the Company to provide the services and facilities mentioned below with effect from the date of execution of this Agreement, such appointment to continue (unless previously terminated under Clause 11 below) until terminated by either party upon the expiry of not less than 12 months' written notice given to the other. 3. Investment Management --------------------- (1) The Manager shall undertake with regard to such Investments as may from time to time be notified to and agreed with the Manager (the "Relevant Investments"), the duties normally performed by investment managers, subject to the policy directions and overall guidelines from time to time notified to the Manager by the Board, and in particular but without in any way prejudicing the generality of the foregoing shall on behalf of the Company: (a) keep under constant review the Relevant Investments from time to time held by the Company; -58- (b) be entitled (at its absolute discretion and without obtaining the prior written permission of the Company) to withdraw deposits, to effect purchases and sales and other transactions in respect of Relevant Investments and subscriptions to issues of Relevant Investments, to enter into underwriting commitments in relation to Relevant Investments on behalf of the Company and otherwise to invest, realise and re-invest the Portfolio in relation to Relevant Investments and exercise all rights attaching to Relevant Investments comprised therein and in each such case to charge the amounts payable to the Portfolio; (c) search out and evaluate investment opportunities in Relevant Investments for the Company; (d) analyse the progress of companies in which the Company has made Relevant Investments; (e) submit to the Board such reports and information regarding Relevant Investments as the Board shall reasonably require; and (f) recommend to the Board any future developments or changes to the investment policy of the Company which the Manager may consider to be advisable. (2) The Board shall procure that Christopher Mills consults with the Manager prior to making investment decisions on behalf of the Company relating to unlisted investments. If the Manager objects to any such investment decision by Christopher Mills it may notify the Board and the Board shall use reasonable endeavours to convene a Board Meeting to consider the matter prior to the proposed investment decision being implemented. 4. Administration and other facilities ----------------------------------- The Manager shall provide the Company with the following services and facilities: (a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or such other office as may be agreed by the Company with the Manager and such office shall be used as the registered and principal office of the Company and there shall be available there a suitable room (upon the giving of not less than five days' prior notice or such shorter notice as may be agreed from time to time) for the holding of meetings of the Board but nothing in this Agreement shall be construed, or have effect as constituting the relationship of landlord and tenant between the Manager and the Company and the Company shall be a bare licensee of the Manager; (b) all financial, accountancy, secretarial, clerical and other administrative services of any kind necessary for the conduct of the affairs of the Company; -59- (c) keeping on behalf of the Company such books, records and statements to give a complete record of all transactions carried out by the Company in relation to the investment, realisation and re-investment of the Portfolio and such other books, records and statements as may be required to give a complete record of all other transactions carried out by the Company and as will enable the Company to publish yearly and half-yearly the report and accounts of the Company as required by the regulations of The Stock Exchange; (d) acting as Secretary to the Company, attending all meetings of the Board and performing all the duties reasonably expected of a Company Secretary including liaison with The Stock Exchange, preparation and delivery of returns of The Registrar of Companies and the maintenance of all statutory books other than the register of members; (e) all necessary equipment and personnel with a proper and adequate standard of proficiency and experience to enable the Manager to carry out its functions under this Agreement; and (f) the Manager shall permit such of its employees (if any) as the Company may reasonably request to be Directors of the Company. 5. Ancillary Powers of Manager --------------------------- The Manager may on behalf of the Company in respect of Relevant Investments: (a) issue orders and instructions to the Company's bankers and custodians with respect to the disposition of securities and moneys of the Company provided always that any such disposition shall at all times be subject to and effected in accordance with the arrangements for the time being in force between the Company and its bankers and custodians; (b) exercise any voting rights attached to the securities included in the Investments in pursuance of the policy agreed and established by the Board from time to time; and (c) issue instructions to and consult the auditors and legal advisers of the Company regarding any matter or thing relating to Investments including (where the Board thinks fit) institution of legal proceedings. 6. Further obligations of the Manager ---------------------------------- (1) The Manager shall, and shall procure that its representatives, employees and delegates shall, obey and comply with all lawful orders and directions in relation to the Manager's obligations under this Agreement given to it or them from time to time by -60- the Board and shall observe and comply with the Memorandum and Articles of Association of the Company as from time to time amended and with all resolutions of the Board or the Company of which they are informed. (2) In particular, all activities engaged in by the Manager or any representative, employee or delegate of the Manager on behalf of the Company shall at all times be subject to the overall control of and review by the Board and without limiting the generality of the foregoing the Board shall set out the investment policy of the Company specifying the manner in which it wishes the Manager to give effect to such policies. (3) The Board shall instruct the Manager as to the exercise of the voting rights attached to the securities in the Portfolio and may: (a) prohibit the Manager from investing for the account of the Company in any particular security or class of securities; (b) require the Manager to sell any security or class of securities or (subject to the availability of funds) to purchase any security or class of securities; and (c) withdraw any part of the assets of the Company from the management of the Manager (but without thereby reducing the fee payable to the Manager under this Agreement) for any reason whatsoever. 7. Custody ------- (1) Unless it receives contrary instructions from the Company, the Manager shall make arrangements for the safekeeping of all cash, securities or other assets in the Portfolio for the account of the Company in accordance with this Clause 7 provided that the obligations of the Manager under this Clause 7 shall not apply in relation to any cash or other assets of the Company until the cash or assets concerned have been made available to the Manager following execution of this Agreement. Insofar as the Manager holds assets comprised in the Portfolio (or documents of title relating to such assets), it shall do so separately from its own assets and on trust for the Company. (2) The Manager shall arrange for (i) any uninvested cash to be held in the Company's name in one or more accounts with Bank of Scotland or other first class banks approved by the Company and (ii) all securities to be held in custody accounts in the Company's name at Bank of Scotland or other reputable custodians approved by the Company. (3) The Manager shall make arrangements for: (a) the collection of all income and principal with respect to the Portfolio and credit cash receipts to the bank accounts referred to above; -61- (b) the exchange of securities where the exchange is purely ministerial (including the exchange of temporary securities for those in definitive form and the exchange of warrants for, or other documents of entitlement to securities for, the securities themselves); (c) the surrender of securities at maturity or when called for redemption against payment therefor. (4) The Manager shall notify any bank or custodian holding property comprised in the Portfolio that it is not the Manager's property. (5) The Manager shall have no right of lien or set-off or any right of retention with respect to any Investments held in the Portfolio. (6) All proxies or similar requests for consent and all notices (other than of a routine or immaterial nature) received by the manager relating to securities held in the Portfolio are to be forwarded to the Company or are to be dealt with in accordance with instructions given by the Company from time to time. 8. Management charge and expenses ------------------------------ (1) The Company shall pay to the Manager in respect of each financial period of the Company a fee for its services the amount of which shall be equal to the difference between (a) 1% of Shareholders Funds (as defined in the Secondment Services Agreement in its original form) of the Company and its subsidiaries on the last day of the preceding financial period of the Company and (b) the amount of the Fee payable to GIM pursuant to Clause 5(1) of the Secondment Services Agreement in respect of that financial period provided that the amount of the fee payable to the Manager pursuant to this sub-clause in respect of any financial period of the Company shall not be less than (Pounds)75,000. (2) In addition, the Company shall pay to the Manager a transaction fee of (Pounds)200 per transaction effected for the Portfolio by the Manager, as evidenced by a contract note. (3) The Company shall bear the expenses of any kind incurred by or on behalf of the Manager in the carrying out of its duties and the provision of services and facilities hereunder, save for telex, telephone and other routine communication charges and the costs of providing normal office accommodation and secretarial and clerical staff for the normal performance of those duties. (4) The fee payable pursuant to sub-clause (1) of this Clause 8 shall be paid to the Manager by the Company (unless otherwise agreed) in quarterly instalments in arrears on 30th April, 31st July, 31st October and 31st January in each year (in this sub-clause referred to as "Payment Dates") but if the amount of the fee in respect of any financial period is -62- not ascertained by 30th April in that financial period, the Company shall pay to the Manager (Pounds)18,750 on each of the Payment Dates and upon the amount of the fee being ascertained the Company shall pay any further amount due to the Manager in equal instalments on the Payment Dates provided that any instalment in respect of a Payment Date that has already passed shall be immediately payable to the Manager (and a pro rata fee shall be payable for any part of a quarter for which this Agreement is in force). (5) The Manager shall also be entitled to additional fees, calculated on a time basis, for services provided in connection with any transactions involving the Company and/or any of its subsidiaries outside the ordinary course of business including in particular any issue of shares, debentures or other securities or any reorganisation, redemption, consolidation, sub-division or other alteration of capital or any takeover, acquisition or disposal of or by the Company and/or any of its subsidiaries. (6) An amount equal to any amount payable to the Manager pursuant to this Clause shall be paid by the Company to the Manager promptly after delivery to the Company by the Manager of an invoice giving reasonable details in respect thereof. Notwithstanding the foregoing, the Manager shall be entitled, without delivery of an invoice as aforesaid, to charge any such amount to the Portfolio subject to notifying the Company in writing of the amount thereof promptly thereafter. 9. Subsidiaries ------------ If the Company has at any time one or more subsidiaries then, unless otherwise directed by the Board, the Manager shall in addition provide the same services to such subsidiaries as it provides hereunder to the Company. 10. Freedom to act -------------- The services of the Manager to the Company under this Agreement shall not be exclusive and the Manager shall be free to render similar services to others and nothing in this Agreement shall preclude the Manager from having dealings with or on behalf of the Company either on its own account or on account of its clients or others or make it accountable to the Company in respect of any product or commission from any such dealings. 11. Termination ----------- (1) If: (a) either party shall commit any substantial or continuing material breach of this Agreement and (where such breach is capable of remedy) fail to remedy such a breach within thirty days of being given written notice of it by the other party; or (b) either party shall have a receiver or administrator appointed over the whole or any party of their assets or a resolution is passed or an order made for the winding-up of such party other than as mentioned in sub-clause (2) below; the other party shall be entitled to terminate the appointment under this Agreement forthwith by giving written notice of termination to such party. (2) On termination of the appointment of the Manager, the Manager shall be entitled to receive all fees and other money accrued due up to the date of such termination but shall not be entitled to compensation in respect of termination (except where such appointment is terminated by the Manager in accordance with sub-clause (1)(a) of this Clause or by the Company in breach of Clause 2) and the Manager shall deliver to the Company or as it shall direct, all books of account, records, registers, correspondence, documents and assets belonging to the Company or any subsidiary in possession of or under the control of the Manager and take all necessary steps to vest in the Company any assets previously held in the name of or to the order of the Manager on behalf of the Company or any subsidiary. (3) The Manager shall also be entitled to terminate its appointment on giving four months' notice to the Company if either the Board fails to procure that Christopher Mills consults with the Manager in accordance with Clause 3(2) or if the Manager has objected to an investment proposed by Christopher Mills and has given notice to the Board under Clause 3(2), but the Board has approved the proposal. 12. Confidentiality and records --------------------------- (1) Neither party shall during the continuance of this Agreement or after its termination disclose to any person, firm or company whatsoever (except with the authority of the other party or unless ordered to do so by The Stock Exchange, the Panel on Takeovers and Mergers or by a regulatory body or court of competent jurisdiction) any information relating to the business, Portfolio, finances or other matters of a confidential nature of the other party of which it may in the course of its duties under this Agreement or otherwise become possessed and each party shall use all reasonable endeavours to prevent any such disclosure. (2) All books, statistical records, accounts, contract notes, correspondence and other documents relating to the business and affairs of the Company shall be the exclusive property of the Company and the Manager shall when reasonably requested produce the same to the Company or its employees, agents or auditors together with any information within the knowledge of the Manager in relation thereto. 13. Reports and valuations ---------------------- -64- (1) The Manager shall provide the Company with regular monthly statements and valuations in respect of the Portfolio as at dates selected by the Company provided that the Company shall supply valuations to the Manager in respect of unlisted investments (not being Relevant Investments). The valuations provided by the manager shall be in accordance with procedures and on a basis reviewed by the Company's auditors and as required by law or the regulations of The Stock Exchange. The reference currency will be pounds sterling for such documents. (2) Statements of the contents of the Portfolio prepared in accordance with the IMRO Rules will be provided on a quarterly basis in respect of quarterly periods of account. 14. Notices ------- Any notice to be given under this Agreement may be served personally or by post at the registered office of the party to be served and in the case of service of first class post shall be deemed duly served twenty-four hours after posting and proof of posting shall be proof of delivery. 15. Liability and Indemnity ----------------------- (1) Subject to the terms of this Agreement, the Manager shall be under no liability to the Company for any loss, costs or damages which may arise in connection with the conduct of its duties hereunder or the custody of the Investments or for any depreciation in the value of any Investments or their safe custody unless due to wilful default or negligence on its part. (2) The Company shall indemnify the Manager and keep it indemnified against any costs, claims, demands or proceedings made by any person and in any way arising from its appointment hereunder unless due to wilful default or negligence on its part. The Manager agrees promptly to inform the Company in writing of any event which comes to its notice as a result of which the Company might become liable to indemnify the Manager under this Clause. 16. Assignment ---------- Neither party hereto shall be entitled to assign or otherwise part with any interest in this Agreement unless the prior written consent of the other has been obtained except that, if either party transfers the whole or a substantial part of its undertaking and property to another company as part of a reconstruction or amalgamation, that party may by written notice to the other transfer all its rights and obligations under this Agreement to that other company. 17. Governing law ------------- -65- This Agreement is governed by and shall be construed in accordance with the laws of England to the jurisdiction of whose Courts the parties irrevocably submit. IN WITNESS of which each of the parties has executed this Agreement on the date first mentioned on page 1. SIGNED by H. Gittes ) ) /s/ H. Gittes on behalf of CONSOLIDATED) VENTURE TRUST PLC in the ) presence of: ) SIGNED by R.C.O. Hellyer ) ) /s/ R.C.O. Hellyer on behalf of J O HAMBRO &) PARTNERS LIMITED ) in the presence of: ) -66- EX-99.C 4 ADMINISTRATION MANAGEMENT & CUSTODY MANAGEMENT AGR ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT BETWEEN AMERICAN OPPORTUNITY TRUST AND J O HAMBRO & PARTNERS -67- Dated 7th January 1993 ---------------------- LEVERAGED OPPORTUNITY TRUST PLC and J O HAMBRO & PARTNERS LIMITED ADMINISTRATION, MANAGEMENT AND CUSTODY AGREEMENT Allen & Overy London -68- THIS AGREEMENT is made on 7th January 1993 BETWEEN: (1) LEVERAGED OPPORTUNITY TRUST PLC of 11 Devonshire Square, London EC2M 4YR (the "Company"); and ------- (2) J O HAMBRO & PARTNERS LIMITED of 30 Queen Anne's Gate, London SW1H 9AL (the "Manager"). ------- NOW IT IS HEREBY AGREED as follows: 1. Interpretation -------------- (1) In this Agreement: "Board" ----- means the Board of Directors of the Company, or a committee thereof or (where the context so admits) a Director of the Company, duly authorized; "IMRO" ---- means the Investment Management Regulatory Organization Limited or its successors from time to time; "IMRO Rules" ---------- means the rules of IMRO from time to time applicable; "Investments" ----------- includes any asset, right or interest falling within any paragraph in Part I of Schedule I to the Financial Services Act 1986 and any other asset, right or interest in respect of property of any kind and, without prejudice to the foregoing, wherever situate and whether or not producing income; "Portfolio" --------- means the Investments from time to time owned by the Company; "Stock Exchange" -------------- means The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; -69- "subsidiary" ---------- shall have the meaning ascribed thereto by Section 736 of the Companies Act 1985. (2) References to persons include bodies corporate and unincorporated associations and references to companies include any bodies corporate. (3) Any reference to a statutory provision includes any statutory modification or re-enactment of it for the time being in force. (4) Subclauses (1) to (3) above apply unless the contrary intention appears. (5) The headings in this Agreement do not affect its construction. (6) References to amounts payable by the Company shall be exclusive of value added tax thereon so that value added tax shall be payable in addition if and to the extent chargeable. 2. Appointment ----------- The Company hereby appoints the Manager to be the investment manager and administrator of the Company to provide the services and facilities mentioned below with effect from the date of execution of this Agreement, such appointment to continue (unless previously terminated under Clause 11 below) until terminated by either party upon the expiry of not less than two years' written notice given to the other. 3. Investment Management --------------------- (1) The Manager shall undertake with regard to such Investments as may from time to time be notified to and agreed with the Manager (the "Relevant Investments"), the duties normally performed by investment managers, subject to the policy directions and overall guidelines from time to time notified to the Manager by the Board, and in particular but without in any way prejudicing the generality of the foregoing shall on behalf of the Company: (a) keep under constant review the Relevant Investments from time to time held by the Company; (b) be entitled (at its absolute discretion and without obtaining the prior written permission of the Company) to withdraw deposits, to effect purchases and sales and other transactions in respect of Relevant Investments and subscriptions to issues of Relevant Investments, to enter into underwriting commitments in relation to Relevant Investments on behalf of the Company and otherwise to invest, realise and re-invest the Portfolio in relation to Relevant Instruments and -70- exercise all rights attaching to Relevant Investments comprised therein and in each such case to charge the amounts payable to the Portfolio; (c) search out and evaluate investment opportunities in Relevant Investments for the Company; (d) analyse the progress of companies in which the Company has made Relevant Investments; (e) submit to the Board such reports and information regarding Relevant Investments as the Board shall reasonably require; and (f) recommend to the Board any future developments or changes to the investment policy of the Company which the Manager may consider to be advisable. (2) The Board shall procure that Christopher Mills consults with the Manager prior to making investment decisions on behalf of the Company relating to unlisted investments. If the Manager objects to any such investment decisions proposed by Christopher Mills it may notify the Board and the Board shall use reasonable endeavours to convene a Board meeting to consider the matter prior to the proposed investment decision being implemented. 4. Administration and other facilities ----------------------------------- The Manager shall provide the Company with the following services and facilities: (a) office facilities at 30 Queen Anne's Gate, London SW1H 9AL or such other office as may be agreed by the Company with the Manager and such office shall be used as the registered and principal office of the Company and there shall be available there a suitable room (upon the giving of not less than five days' prior notice or such shorter notice as may be agreed from time to time) for the holding of meetings of the Board but nothing in this Agreement shall be construed or have effect as constituting the relationship of landlord and tenant between the Manger and the Company and the Company shall be a bare licensee of the Manager; (b) all financial, accountancy, secretarial, clerical and other administrative services of any kind necessary for the conduct of the affairs of the Company; (c) keeping on behalf of the Company such books, records and statements to give a complete record of all transactions carried out by the Company in relation to the investment, realisation and re-investment of the Portfolio and such other books, records and statements as may be required to give a complete record of all other transactions carried out by the Company and as will enable the Company to -71- publish yearly and half-yearly the report and accounts of the Company as required by the regulations of The Stock Exchange; (d) acting as Secretary to the Company, attending all meetings of the Board and performing all the duties reasonably expected of a Company Secretary including liaison with The Stock Exchange, preparation and delivery of returns of The Registrar of Companies and the maintenance of all statutory books other than the register of members; (e) all necessary equipment and personnel with a proper and adequate standard of proficiency and experience to enable the Manger to carry out its functions under this Agreement; and (f) the Manager shall permit such of its employees (if any) as the Company may reasonably request to be Directors of the Company. 5. Ancillary Powers of Manager --------------------------- The Manager may on behalf of the Company in respect of Relevant Investments: (a) issue orders and instructions to the Company's bankers and custodians with respect to the disposition of securities and moneys of the Company provided always that any such disposition shall at all times be subject to and effected in accordance with the arrangements for the time being in force between the Company and its bankers and custodians; (b) exercise any voting rights attached to the securities included in the Investments in pursuance of the policy agreed and established by the Board from time to time; and (c) issue instructions to and consult the auditors and legal advisers of the Company regarding any matter or thing relating to Investments including (where the Board thinks fit) institution of legal proceedings. 6. Further obligations of the Manager ---------------------------------- (1) The Manager shall, and shall procure that its representatives, employees and delegates shall, obey and comply with all lawful orders and directions in relation to the Manager's obligations under this Agreement given to it or them from time to time by the Board and shall observe and comply with the Memorandum and Articles of Association of the Company as from time to time amended and with all resolutions of the Board or the Company of which they are informed. -72- (2) In particular, all activities engaged in by the Manager or any representative, employee or delegate of the Manager on behalf of the Company shall at all times be subject to the overall control of and review by the Board and without limiting the generality of the foregoing the Board shall set out the investment policy of the Company specifying the manner in which it wishes the Manger to give effect to such policies. (3) The Board shall instruct the Manager as to the exercise of the voting rights attached to the securities in the Portfolio and may: (a) prohibit the Manager from investing for the account of the Company in any particular security or class of securities; (b) require the Manager to sell any security or class of securities or (subject to the availability of funds) to purchase any security or class of securities; and (c) withdraw any part of the assets of the Company from the management of the Manager (but without thereby reducing the fee payable to the Manager under this Agreement) for any reason whatsoever. 7. Custody ------- (1) Unless it receives contrary instructions from the Company, the Manager shall make arrangements for the safekeeping of all cash, securities or other assets in the Portfolio for the account of the Company in accordance with this Clause 7 provided that the obligations of the Manager under this Clause 7 shall not apply in relation to any cash or other assets of the Company until the cash or assets concerned have been made available to the Manager following execution of this Agreement. Insofar as the Manager holds assets comprised in the Portfolio (or documents of title relating to such assets), it shall do so separately from its own assets and on trust for the Company. (2) The Manager shall arrange for (i) any uninvested cash to be held in the Company's name in one or more accounts with Bank of Scotland or other first class banks approved by the Company and (ii) all securities to be held in custody accounts in the Company's name at Bank of Scotland or other reputable custodians approved by the Company. (3) The Manager shall make arrangements for: (a) the collection of all income and principal with respect to the Portfolio and credit cash receipts to the bank accounts referred to above; (b) the exchange of securities where the exchange is purely ministerial (including the exchange of temporary securities for those in definitive form and the exchange of warrants for, or other documents of entitlement to securities for, the securities themselves); -73- (c) the surrender of securities at maturity or when called for redemption against payment therefor. (4) The Manager shall notify any bank or custodian holding property comprised in the Portfolio that it is not the Manager's property. (5) The Manager shall have no right of lien or set-off or any right of retention with respect to any Investments held in the Portfolio. (6) All proxies or similar requests for consent and all notices (other than of a routine or immaterial nature) received by the Manager relating to securities held in the Portfolio are to be forwarded to the Company or are to be dealt with in accordance with instructions given by the Company from time to time. 8. Management charge and expenses ------------------------------ (1) The Company shall pay to the Manager as remuneration for the provision of its services hereunder a fee payable annually in arrears on 31st December in each year and calculated at the rate of 0.25 per cent per annum (plus value added tax) by reference to the Net Asset Value (calculated on a gross assets basis) as at 30th September, the first such payment, being a pro rata part of the annual fee, to be made on 31st December 1993 in respect of the period from the date of this Agreement to 30th September, 1993. On termination of this Agreement a pro rata fee shall be payable for any part of the year to 30th September for which this Agreement is in force, payable on the 31st December next following termination. (2) The Company shall bear the expenses of any kind incurred by or on behalf of the Manager in the carrying out of its duties and the provision of services and facilities hereunder, save for telex, telephone and other routine communication charges and the costs of providing normal office accommodation and secretarial and clerical staff for the normal performance of those duties. (3) The Manager shall also be entitled to additional fees, calculated on a time basis, for services provided in connection with any transactions involving the Company and/or any of its subsidiaries outside the ordinary course of business including in particular any issue of shares, debentures or other securities or any reorganization, redemption, consolidation, sub-division or other alteration of capital or any takeover, acquisition or disposal of or by the Company and/or any of its subsidiaries. (4) An amount equal to any amount payable to the Manager pursuant to this Clause shall be paid by the Company to the Manager promptly after delivery to the Company by the Manager of an invoice giving reasonable details in respect thereof. Notwithstanding the foregoing, the Manager shall be entitled, without delivery of an invoice as aforesaid, to -74- charge any such amount to the Portfolio subject to notifying the Company in writing of the amount promptly thereafter. (5) For the purpose of this Clause 8 "Net Asset Value" shall mean the amount of the fixed and current tangible assets of the Company (other than shares in its subsidiaries) and its subsidiaries after deducting therefrom an amount equal to the current liabilities and the borrowings or other indebtedness in the nature of borrowings (except for borrowings repayable after an initial term of more than three years) of the Company and its subsidiaries as reasonably determined by the Manager. 9. Subsidiaries ------------ If the Company has at any time one or more subsidiaries then, unless otherwise directed by the Board, the Manager shall in addition provide the same services to such subsidiaries as it provides hereunder to the Company. 10. Freedom to act -------------- The services of the Manager to the Company under this Agreement shall not be exclusive and the Manager shall be free to render similar services to others and nothing in this Agreement shall preclude the Manager from having dealings with or on behalf of the Company either on its own account or on account of its clients or others or make it accountable to the Company in respect of any profit or commission from any such dealings. 11. Termination ----------- (1) If: (a) either party shall commit any substantial or continuing material breach of this Agreement and (where such breach is capable of remedy) fail to remedy such a breach within thirty days of being given written notice of it by the other party; or (b) either party shall have a receiver or administrator appointed over the whole or any part of their assets or a resolution is passed or an order made for the winding-up of such party other than as mentioned in sub-clause (2) below, the other party shall be entitled to terminate the appointment under this Agreement forthwith by giving written notice of termination to such party. (2) On termination of the appointment of the Manager, the Manager shall be entitled to receive all fees and other money accrued due up to the date of such termination but shall not be entitled to compensation in respect of termination (except where such -75- appointment is terminated by the Manager in accordance with sub-clause (1)(a) of this Clause or by the Company in breach of Clause 2) and the Manager shall deliver to the Company or as it shall direct, all books of account, records, registers, correspondence, documents and assets belonging to the Company or any subsidiary in possession of or under the control of the Manager and take all necessary steps to vest in the Company any assets previously held in the name of or to the order of the Manager on behalf of the Company or any subsidiary. (3) The Manager shall also be entitled to terminate its appointment on giving four months' notice to the Company if either the Board fails to procure that Christopher Mills consults with the Manager in accordance with Clause 3(2) or if the Manager has objected to an investment proposed by Christopher Mills and has given notice to the Board under Clause 3(2), but the Board has approved the proposal. 12. Confidentiality and records --------------------------- (1) Neither party shall during the continuance of this Agreement or after its termination disclose to any person, firm or company whatsoever (except with the authority of the other party or unless ordered to do so by The Stock Exchange, the Panel on Takeovers and Mergers or by a regulatory body or court of competent jurisdiction) any information relating to the business, Portfolio, finances or other matters of a confidential nature of the other party of which it may in the course of its duties under this Agreement or otherwise become possessed and each party shall use all reasonable endeavors to prevent any such disclosure. (2) All books, statistical records, accounts, contract notes, correspondence and other documents relating to the business and affairs of the Company shall be the exclusive property of the Company and the Manager shall when reasonably requested produce the same to the Company or its employees, agents or auditors together with any information within the knowledge of the Manager in relation thereto. 13. Reports and valuations ---------------------- (1) The Manager shall provide the Company with regular monthly statements and valuations in respect of the Portfolio as at dates selected by the Company provided that the Company shall supply valuations to the Manager in respect of unlisted investments (not being Relevant Investments). The valuations provided by the Manager shall be in accordance with procedures and on a basis reviewed by the Company's auditors and as required by law or the regulations of The Stock Exchange. The reference currency will be pounds sterling for such documents. (2) Statements of the contents for the Portfolio prepared in accordance with the IMRO Rules will be provided on a quarterly basis in respect of quarterly periods of account. -76- 14. Notices ------- Any notice to be given under this Agreement may be served personally or by post at the registered office of the party to be served and in the case of service of first class post shall be deemed duly served twenty-four hours after posting and proof of posting shall be proof of delivery. 15. Liability and Indemnity ----------------------- (1) Subject to the terms of this Agreement, the Manager shall be under no liability to the Company for any loss, costs or damages which may arise in connection with the conduct of its duties hereunder or the custody of the Investments or for any depreciation in the value of any Investments or their safe custody unless due to wilful default or negligence on its part. (2) The Company shall indemnify the Manager and keep it indemnified against any costs, claims, demands or proceedings made by any person and in any way arising from its appointment hereunder unless due to wilful default or negligence on its part. The Manager agrees promptly to inform the Company in writing of any event which comes to its notice as a result of which the Company might become liable to indemnify the Manager under this Clause. -77- 16. Assignment ---------- Neither party hereto shall be entitled to assign or otherwise part with any interest in this Agreement unless the prior written consent of the other has been obtained except that, if either party transfers the whole or a substantial part of its undertaking and property to another company as part of a reconstruction or amalgamation, that party may by written notice to the other transfer all its rights and obligations under this Agreement to that other company. 17. Governing law ------------- This Agreement is governed by and shall be construed in accordance with the laws of England to the jurisdiction of whose Courts the parties irrevocably submit. IN WITNESS of which each of the parties has executed this Agreement on the date first mentioned on page 1. SIGNED by J.J. Nelson ) ) /s/ James J. Nelson on behalf of ) LEVERAGED OPPORTUNITY TRUST PLC ) in the presence of: ) SIGNED by R.C.O. Hellyer ) ) /s/ R.C.O. Hellyer on behalf of ) J O HAMBRO & PARTNERS LIMITED ) in the presence of: ) -78- EX-99.D 5 POWER OF ATTORNEY POWER OF ATTORNEY -79- POWER OF ATTORNEY ----------------- This general Power of Attorney is made this ninth day of July 1997 by Christopher Harwood Bernard Mills. I hereby appoint Claudia Margaret Cecil Perkins of 10 Park Place, London SW1A 1LP to be my attorney whereby she is empowered to sign on my behalf all documents required for the proper conduct of the businesses of J O Hambro & Partners Limited, North Atlantic Smaller Companies Investment Trust Plc and its subsidiaries, American Opportunity Trust PLC and its subsidiaries, Growth Financial Services Limited and Eveswise Ltd Retirement & Death Scheme. This Power shall include but not be limited to authorising all statutory, regulatory and other legal submissions which may be required to be made by any of the above companies. IN WITNESS WHEREOF I have hereunto set my hand and seal the day and year first above written: Signed, Sealed and Delivered ) By the above named ) /s/ Christopher Harwood Bernard Mills CHRISTOPHER HARWOOD BERNARD MILLS) in the presence of: ) Maureen O'Hara 10 Park Place London SW1A 1LP -80- EX-99.E 6 JOINT FILING AGREEMENT JOINT FILING AGREEMENT -81- JOINT FILING AGREEMENT ---------------------- The undersigned hereby agree to the Statement on Schedule 13D dated April 13, 2000 with respect to the shares of common stock, par value $.10, of Scott Technologies, Inc. and any further amendments thereto executed by each or any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Date: April 13, 2000 J O HAMBRO CAPITAL MANAGEMENT (HOLDINGS) LIMITED By: /s/ R.G. Barrett ________________________________________ Name: R.G. Barrett Title: Director Date: April 13, 2000 J O HAMBRO CAPITAL MANAGEMENT LIMITED By: /s/ R.G. Barrett ________________________________________ Name: R.G. Barrett Title: Director Date: April 13, 2000 AMERICAN OPPORTUNITY TRUST PLC By: J O Hambro Capital Management Limited, Its investment advisor By: /s/ R.G. Barrett ________________________________________ Name: R.G. Barrett Title: Director Date: April 13, 2000 CHRISTOPHER MILLS By: /s/ C.H.B. Mills ________________________________________ Name: C.H.B. Mills 82 Date: April 13, 2000 THE TRIDENT NORTH ATLANTIC FUND By: J O Hambro Capital Management Limited, Its investment advisor By: /s/ R.G. Barrett ------------------------------- Name: R.G. Barrett Title: Director Date: April 13, 2000 GROWTH FINANCIAL SERVICES LIMITED By: /s/ C.H.B. Mills ------------------------------- Name: C.H.B. Mills Title: Director Date: April 13, 2000 NORTH ATLANTIC SMALLER COMPANIES INVESTMENT TRUST plc By: J O Hambro Capital Management Limited, Its investment advisor By: /s/ R.G. Barrett ------------------------------- Name: R.G. Barrett Title: Director Date: April 13, 2000 ORYX INTERNATIONAL GROWTH FUND LIMITED By: J O Hambro Capital Management Limited, Its investment advisor By: /s/ R.G. Barrett ------------------------------- Name: R.G. Barrett Title: Director Date: April 13, 2000 CONSULTA (CHANNEL ISLANDS) LIMITED By: /s/ Barry Carroll ------------------------------- Name: Barry Carroll Title: Director April 13, 2000 Securities and Exchange Commission 50 Fifth Street, N.W. Washington, D.C. 20549 Re: Scott Technologies, Inc. Ladies and Gentlemen: Transmitted herewith for filing pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, is initial filing of the Schedule 13D of J O Hambro Capital Management (Holdings) Limited, J O Hambro Capital Management Limited, Christopher Harwood Bernard Mills, American Opportunity Trust plc, The Trident North Atlantic Fund, Growth Financial Services, North Atlantic Smaller Companies Investment Trust plc, Oryx International Growth Fund Limited, and Consulta (Channel Islands) Limited relating to the Common Stock, par value $.10, of Scott Technologies, Inc. If you have any questions about this filing, please contact the undersigned of Steven A. Wilcox (617-951-7319) of this office. Very truly yours, /s/ Paul S. Bavier Paul S. Bavier cc: Scott Technologies, Inc. National Association of Securities Dealers, Inc. (via EDGAR) Steven A. Wilcox, Esq. -----END PRIVACY-ENHANCED MESSAGE-----