-----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, NBFmv+qaEc2ACkVjdOarrVUTNmOz4xPWE99dF2M4RL97cDmKC5Cjz221PNdh5YxU 68EYdnL0ePySSpPUKBhJRA== 0000950135-99-003511.txt : 19990715 0000950135-99-003511.hdr.sgml : 19990715 ACCESSION NUMBER: 0000950135-99-003511 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLMES PRODUCTS CORP CENTRAL INDEX KEY: 0001052490 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPLIANCES, TV & RADIO SETS [5064] IRS NUMBER: 042768914 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-77905 FILM NUMBER: 99664365 BUSINESS ADDRESS: STREET 1: 233 FORTUNE BLVD CITY: MILFORDJ STATE: MA ZIP: 01757 BUSINESS PHONE: 5086348050 MAIL ADDRESS: STREET 1: 233 FORTUNE BLVD STREET 2: 233 FORTUNE BLVD CITY: MILFORD STATE: MA ZIP: 02114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVAL CO CENTRAL INDEX KEY: 0000860194 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 133327021 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-77905-01 FILM NUMBER: 99664366 BUSINESS ADDRESS: STREET 1: 800 E 101ST TERRACE CITY: KANSAS CITY STATE: MO ZIP: 64131 BUSINESS PHONE: 8169434100 MAIL ADDRESS: STREET 1: 800 E 101ST TERRACE CITY: KANSAS CITY STATE: MO ZIP: 64131 S-4/A 1 HOLMES PRODUCTS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1999 REGISTRATION NO. 333-77905 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ HOLMES PRODUCTS CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 506 04-2768914 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
233 FORTUNE BOULEVARD MILFORD, MASSACHUSETTS 01757 (508) 634-8050 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) SEE TABLE OF ADDITIONAL REGISTRANTS JORDAN A. KAHN PRESIDENT AND CHIEF EXECUTIVE OFFICER HOLMES PRODUCTS CORP. 233 FORTUNE BOULEVARD MILFORD, MA 01757 (508) 634-8050 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES OF ALL COMMUNICATIONS TO: MICHAEL L. ANDRESINO, ESQ. POSTERNAK, BLANKSTEIN & LUND, L.L.P. 100 CHARLES RIVER PLAZA BOSTON, MASSACHUSETTS 02114-2723 (617) 973-6100 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 TABLE OF ADDITIONAL REGISTRANTS(1)
- -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION PRIMARY STANDARD INDUSTRIAL AS SPECIFIED IN ITS CHARTER OF INCORPORATION OR ORGANIZATION CLASSIFICATION CODE NUMBER - -------------------------------------------------------------------------------------------------- Holmes Manufacturing Corp. .......... Massachusetts 506 - -------------------------------------------------------------------------------------------------- Holmes Air (Taiwan) Corp. ........... Massachusetts 506 - -------------------------------------------------------------------------------------------------- Holmes Motor Corp. .................. Delaware 506 - -------------------------------------------------------------------------------------------------- The Rival Company.................... Delaware 506 - -------------------------------------------------------------------------------------------------- Patton Electric Company, Inc. ....... Indiana 506 - -------------------------------------------------------------------------------------------------- Patton Building Products, Inc. ...... Delaware 506 - -------------------------------------------------------------------------------------------------- Rival Consumer Sales Corporation..... Missouri 506 - -------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------
(1) The address, including zip code, and telephone number, including area code, of the additional Registrants' principal executive offices is c/o Holmes Products Corp., 233 Fortune Boulevard, Milford, Massachusetts 01757, (508) 634-8050. 3 PART II ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article Twelfth of the Company's by-laws provides that the Company, to the extent legally permissible, will indemnify any person serving or who has served as a director or officer of the Company against all liabilities and expenses reasonably incurred by such director or officer in connection with the defense or disposition of any action, suit or other proceeding in which the director or officer may be involved, while serving as, or by reason of being or having been, such a director or officer, except with respect to any matter as to which he or she is adjudicated to have not acted in good faith or not with reasonable belief that an action was in the best interest of the Company. The Company maintains directors' and officers' liability insurance which may cover liabilities under the Act. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits.
EXHIBIT NUMBER DESCRIPTION ------- ----------- 3.1 Articles of Organization (as amended) of Holmes Products Corp.(1) 3.2 Articles of Organization of Holmes Manufacturing Corp.(1) 3.3 Articles of Organization of Holmes Air (Taiwan) Corp.(1) 3.4 Certificate of Incorporation of Holmes Motor Corp.(4) 3.5 Restated Certificate of Incorporation (as amended) of The Rival Company(4) 3.6 Certificate of Incorporation (as amended) of Patton Electric Company, Inc.(4) 3.7 Certificate of Incorporation (as amended) of Patton Building Products, Inc.(4) 3.8 Certificate of Incorporation (as amended) of Rival Consumer Sales Corporation(4) 3.9 Bylaws (as amended) of Holmes Products Corp.(1) 3.10 By-laws of Holmes Manufacturing Corp.(1) 3.11 By-laws of Holmes Air (Taiwan) Corp.(1) 3.12 By-laws of Holmes Motor Corp.(4) 3.13 By-laws of The Rival Company(4) 3.14 By-laws of Patton Electric Company, Inc.(4) 3.15 By-laws of Patton Building Products, Inc.(4) 3.16 By-laws of Rival Consumer Sales Corporation(4) 4.1 Stockholders' Agreement dated November 26, 1997 among Holmes Products Corp. and certain stockholders thereof(1) 4.2 Registration Rights Agreement dated November 26, 1997 among Holmes Products Corp. and certain stockholders thereof(1)
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.3 Registration Rights Agreement dated November 26, 1997 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp., BancBoston Securities Inc. and Lehman Brothers Inc.(1) 4.4 Indenture dated November 26, 1997 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp. and State Street Bank and Trust Company(1) 4.5 Form of Notes -- (Included in Exhibit 4.4)(1) 4.6 Form of Guaranty -- (Included in Exhibit 4.4)(1) 4.7 First Supplemental Indenture and Guarantee dated October 14, 1998 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp. and State Street Bank and Trust Company(4) 4.8 Registration Rights Agreement dated February 5, 1999 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp., The Rival Company, Patton Electric Company, Inc., Patton Building Products, Inc., Rival Consumer Sales Corporation, BancBoston Robertson Stephens Inc. and Lehman Brothers Inc.(3) 4.9 Indenture dated February 5, 1999 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp. , Holmes Motor Corp., The Rival Company, Patton Electric Company, Inc., Patton Building Products, Inc., Rival Consumer Sales Corporation and State Street Bank and Trust Company(3) 4.10 First Amendment to Registration Rights Agreement dated February 5, 1999 among Holmes Products Corp. and certain stockholders thereof(4) 4.11 First Amendment to Stockholders' Agreement dated February 5, 1999 among Holmes Products Corp. and certain stockholders thereof(4) 4.12 Second Supplemental Indenture and Guarantee dated February 5, 1999 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp., Moriarty Acquisition Corp., The Rival Company, Patton Electric Company, Inc., Patton Building Products, Inc., Rival Consumer Sales Corporation and State Street Bank and Trust Company(4) 5.1 Opinion of Posternak, Blankstein & Lund, L.L.P.(5) 5.2 Opinion of Latham & Watkins (revised and filed herewith) 10.1 Stock Purchase and Redemption Agreement dated as of October 27, 1997, as amended as of November 25, 1997, among Asco Investments Ltd., Jordan A. Kahn, Holmes Products Corp., Holmes Products (Far East) Limited and Holmes Acquisition LLC(1) 10.2 Stock Purchase Agreement dated as of October 27, 1997 among Jordan A. Kahn and Holmes Acquisition LLC(1) 10.3 Executive Employment and Non-Competition Agreement dated November 26, 1997 among Holmes Products Corp. and Jordan A. Kahn(1)
II-2 5
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.4 Executive Employment and Non-Competition Agreement dated November 26, 1997 among Holmes Products Corp. and Stanley Rosenzweig(1) 10.5 Executive Employment and Non-Competition Agreement dated November 26, 1997 among Holmes Products Corp. and Gregory F. White(1) 10.6 Executive Employment and Non-Competition Agreement dated May 1, 1998 among Esteem Industries Limited and (Tommy) Woon Fai Liu(5) 10.7 Holmes Products Corp. Amended and Restated 1997 Stock Option Plan(4) 10.8 Non-transferable Common Stock Purchase Warrant dated November 26, 1997 issued to Pentland Group plc(1) 10.9 Holmes Products Corp. Employee Stock Purchase Plan(4) 10.10 Agreement and Plan of Merger dated December 17, 1998, by and among Holmes Products Corp., Moriarty Acquisition Corp. and The Rival Company(2) 10.11 Tender and Voting Agreement dated December 17, 1998, by and among Holmes Products Corp., Moriarty Acquisition Corp. and the directors and certain executive officers of The Rival Company(2) 10.12 Confidentiality Agreement dated October 1, 1998, by and between Holmes Products Corp. and BancAmerica Securities, Inc., on behalf of Holmes Products Corp.(2) 10.13 Purchase Agreement dated as of January 29, 1999 among Holmes Products Corp., BancBoston Robertson Stephens Inc. and Lehman Brothers Inc.(2) 10.14 Investors Subscription Agreement dated February 5, 1999 by and among Holmes Products Corp. and certain investors(3) 10.15 Amended and Restated Revolving Credit and Term Loan Agreement dated as of February 5, 1999 among Holmes Products Corp., Moriarty Acquisition Corp., The Rival Company, Holmes Products (Far East) Limited, Esteem Industries Limited, Raider Motor Corporation, Holmes Products (Europe) Limited, Bionaire International B.V., Patton Electric Hong Kong, Limited, and The Rival Company of Canada, Ltd., BankBoston, and the other lending institutions party thereto, BankBoston, N.A. as Administrative Agent and Lehman Commercial Paper Inc. as Documentation Agent, with BancBoston Robertson Stephens Inc. as Syndication Agent and Arranger and Lehman Brothers Inc. as Co-Arranger(3) 10.16 Employee Stockholders' Agreement dated April 23, 1998(5) 10.17 Voting Trust Agreement(5) 10.18 First Amendment to Executive Employment and Non-Competition Agreement dated February 5, 1999 between Holmes Products Corp. and Jordan A. Kahn(5) 10.19 Management Agreement dated as of November 26, 1997 between Berkshire Partners, LLC and Holmes Products Corp.(5) 10.20 First Amendment to Management Agreement dated February 5, 1999 between Berkshire Partners, LLC and Holmes Products Corp.(5)
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 12.1 Computation of Ratio of Earnings to Fixed Charges(5) 21.1 Subsidiaries of Registrant(4) 23.1 Consent of PricewaterhouseCoopers LLP(5) 23.2 Consent of KPMG LLP(5) 23.3 Consent of Posternak, Blankstein & Lund, L.L.P. (included in Exhibit 5.1)(5) 23.4 Consent of Latham & Watkins (included in Exhibit 5.2) 24.1 Power of Attorney(5) 25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of State Street Bank and Trust Company(5) 27.1 Financial Data Schedule of The Rival Company(5) 99.1 Form of Letter of Transmittal(5) 99.2 Form of Notice of Guaranteed Delivery(5)
- ------------------------- (1) Incorporated by reference to the Registrant's Registration Statement on Form S-4, as amended (Registration No. 333-44473). (2) Incorporated by reference to the Registrant's Tender Offer Statement on Schedule 14D-1 dated December 23, 1998, as amended. (3) Incorporated by reference to the Registrant's Current Report on Form 8-K dated February 5, 1999. (4) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Commission on March 31, 1999. (5) Previously filed. (b) Financial Statement Schedules. For the years ended December 31, 1996, 1997 and 1998: II-4 7 SCHEDULE II HOLMES PRODUCTS CORP. VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS)
ADDITIONS DEDUCTIONS --------------------- ------------- BALANCE AT CHARGED TO CHARGED WRITE-OFF OF BALANCE BEGINNING COSTS AND TO OTHER UNCOLLECTIBLE AT END OF OF PERIOD EXPENSES ACCOUNTS ACCOUNTS PERIOD ---------- ---------- -------- ------------- --------- Allowance for doubtful accounts: Year ended December 31, 1996................. $1,494 $505 $-- $886 $1,113 Year ended December 31, 1997................. 1,113 330 -- 984 459 Year ended December 31, 1998................. 459 523 -- 263 719
ADDITIONS ------------------------- DEDUCTIONS NET -------------------- OPERATING NET BALANCE AT CHARGED TO LOSSES OPERATING CHARGED BALANCE BEGINNING INCOME TAX WITHOUT TAX LOSSES TO OTHER AT END OF OF PERIOD EXPENSE BENEFIT(1) UTILIZED ACCOUNTS PERIOD ---------- ---------- ----------- --------- -------- --------- Deferred tax valuation allowance: Year ended December 31, 1996..... $ 524 $ -- $-- $ 55 $-- $ 469 Year ended December 31, 1997..... 469 1,447(1) -- 469 -- 1,447 Year ended December 31, 1998..... 1,447 -- -- -- 80 1,367
ADDITIONS DEDUCTIONS ---------- ---------- BALANCE AT CHARGED TO WRITE-OFF BALANCE BEGINNING COSTS AND OF AT END OF OF PERIOD EXPENSES INVENTORY PERIOD ---------- ---------- ---------- --------- Inventory obsolescence reserve: Year ended December 31, 1996.................................. $2,878 $1,480 $2,355 $2,003 Year ended December 31, 1997.................................. 2,003 2,268 807 3,464 Year ended December 31, 1998.................................. 3,464 1,522 1,069 3,917
- ------------------------- (1) The Company was subject to certain limitations on interest paid to or guaranteed by Pentland. See Note 9 of Notes to Consolidated Financial Statements. II-5 8 ITEM 22. UNDERTAKINGS. Each undersigned Registrant hereby undertakes: (a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That, for purposes of determining any liability under the Securities act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for a director, officer or controlling person of the registrant in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of II-6 9 appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (d) To respond to requests for information that is incorporated by reference into the Prospectus pursuant to Items 4, 10 (b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. (e) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. II-7 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the Commonwealth of Massachusetts on July 12, 1999. HOLMES PRODUCTS CORP. By: /s/ JORDAN A. KAHN ------------------------------------ Jordan A. Kahn, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ JORDAN A. KAHN President, Chief Executive July 12, 1999 - --------------------------------------------------- Officer and Director (Principal Jordan A. Kahn Executive Officer) /s/ IRA B. MORGENSTERN Senior Vice President, Finance July 12, 1999 - --------------------------------------------------- (Principal Financial and Ira B. Morgenstern Accounting Officer) * Chief Operating Officer and July 12, 1999 - --------------------------------------------------- Director Stanley Rosenzweig * Executive Vice President, Sales July 12, 1999 - --------------------------------------------------- and Marketing, and Director Gregory F. White * Director July 12, 1999 - --------------------------------------------------- Richard K. Lubin * Director July 12, 1999 - --------------------------------------------------- Randy Peeler * Director July 12, 1999 - --------------------------------------------------- Thomas K. Manning *By: /s/ JORDAN A. KAHN --------------------------------------------- Jordan A. Kahn, as Attorney-In-Fact
II-8 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the Commonwealth of Massachusetts, on July 12, 1999. HOLMES MANUFACTURING CORP. By: /s/ JORDAN A. KAHN ------------------------------------ Jordan A. Kahn, President Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following person in the capacity and on the date indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ JORDAN A. KAHN President, Treasurer and July 12, 1999 - --------------------------------------------------- Director Jordan A. Kahn
II-9 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the Commonwealth of Massachusetts, on July 12, 1999. HOLMES AIR (TAIWAN) CORP. By: /s/ JORDAN A. KAHN ------------------------------------ Jordan A. Kahn, President Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following person in the capacity and on the date indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ JORDAN A. KAHN President, Treasurer and July 12, 1999 - --------------------------------------------------- Director Jordan A. Kahn
II-10 13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the Commonwealth of Massachusetts, on July 12, 1999. HOLMES MOTOR CORPORATION By: /s/ JORDAN A. KAHN ------------------------------------ Jordan A. Kahn, President Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following person in the capacity and on the date indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ JORDAN A. KAHN President, Treasurer and July 12, 1999 - --------------------------------------------------- Director Jordan A. Kahn
II-11 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the Commonwealth of Massachusetts, on July 12, 1999. THE RIVAL COMPANY By: /s/ JORDAN A. KAHN ------------------------------------ Jordan A. Kahn, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JORDAN A. KAHN Chief Executive Officer and July 12, 1999 - --------------------------------------------------- Director Jordan A. Kahn /s/ IRA B. MORGENSTERN Senior Vice President -- Finance July 12, 1999 - --------------------------------------------------- Ira B. Morgenstern
II-12 15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the Commonwealth of Massachusetts, on July 12, 1999. PATTON ELECTRIC COMPANY, INC. By: /s/ JORDAN A. KAHN ------------------------------------ Jordan A. Kahn, President Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JORDAN A. KAHN President and Director July 12, 1999 - --------------------------------------------------- Jordan A. Kahn /s/ IRA B. MORGENSTERN Senior Vice President -- July 12, 1999 - --------------------------------------------------- Finance and Director Ira B. Morgenstern * Director July 12, 1999 - --------------------------------------------------- Stanley Rosenzweig *By: /s/ JORDAN A. KAHN - -------------------------------------------------- Jordan A. Kahn, as Attorney-In-Fact
II-13 16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the Commonwealth of Massachusetts, on July 12, 1999. PATTON BUILDING PRODUCTS, INC. By: /s/ JORDAN A. KAHN ------------------------------------ Jordan A. Kahn, President Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JORDAN A. KAHN President and Director July 12, 1999 - --------------------------------------------------- Jordan A. Kahn /s/ IRA B. MORGENSTERN Senior Vice President -- July 12, 1999 - --------------------------------------------------- Finance Ira B. Morgenstern
II-14 17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant has duly caused this Amendment to be signed on its behalf by the undersigned, hereunto duly authorized, in the Commonwealth of Massachusetts, on July 12, 1999. RIVAL CONSUMER SALES CORPORATION By: /s/ JORDAN A. KAHN ------------------------------------ Jordan A. Kahn, President Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JORDAN A. KAHN President and Director July 12, 1999 - --------------------------------------------------- Jordan A. Kahn /s/ IRA B. MORGENSTERN Senior Vice President -- Finance July 12, 1999 - --------------------------------------------------- and Director Ira B. Morgenstern * Director July 12, 1999 - --------------------------------------------------- Stanley Rosenzweig *By: /s/ JORDAN A. KAHN - -------------------------------------------------- Jordan A. Kahn, as Attorney-In-Fact
II-15 18 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.1 Articles of Organization (as amended) of Holmes Products Corp.(1) 3.2 Articles of Organization of Holmes Manufacturing Corp.(1) 3.3 Articles of Organization of Holmes Air (Taiwan) Corp.(1) 3.4 Certificate of Incorporation of Holmes Motor Corp.(4) 3.5 Restated Certificate of Incorporation (as amended) of The Rival Company(4) 3.6 Certificate of Incorporation (as amended) of Patton Electric Company, Inc.(4) 3.7 Certificate of Incorporation (as amended) of Patton Building Products, Inc.(4) 3.8 Certificate of Incorporation (as amended) of Rival Consumer Sales Corporation(4) 3.9 Bylaws (as amended) of Holmes Products Corp.(1) 3.10 By-laws of Holmes Manufacturing Corp.(1) 3.11 By-laws of Holmes Air (Taiwan) Corp.(1) 3.12 By-laws of Holmes Motor Corp.(4) 3.13 By-laws of The Rival Company(4) 3.14 By-laws of Patton Electric Company, Inc.(4) 3.15 By-laws of Patton Building Products, Inc.(4) 3.16 By-laws of Rival Consumer Sales Corporation(4) 4.1 Stockholders' Agreement dated November 26, 1997 among Holmes Products Corp. and certain stockholders thereof(1) 4.2 Registration Rights Agreement dated November 26, 1997 among Holmes Products Corp. and certain stockholders thereof(1) 4.3 Registration Rights Agreement dated November 26, 1997 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp., BancBoston Securities Inc. and Lehman Brothers Inc.(1) 4.4 Indenture dated November 26, 1997 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp. and State Street Bank and Trust Company(1) 4.5 Form of Notes -- (Included in Exhibit 4.4)(1) 4.6 Form of Guaranty -- (Included in Exhibit 4.4)(1) 4.7 First Supplemental Indenture and Guarantee dated October 14, 1998 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp. and State Street Bank and Trust Company(4) 4.8 Registration Rights Agreement dated February 5, 1999 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp., The Rival Company, Patton Electric Company, Inc., Patton Building Products, Inc., Rival Consumer Sales Corporation, BancBoston Robertson Stephens Inc. and Lehman Brothers Inc.(3) 4.9 Indenture dated February 5, 1999 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp. , Holmes Motor Corp., The Rival Company, Patton Electric Company, Inc., Patton Building Products, Inc., Rival Consumer Sales Corporation and State Street Bank and Trust Company(3) 4.10 First Amendment to Registration Rights Agreement dated February 5, 1999 among Holmes Products Corp. and certain stockholders thereof(4)
19
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.11 First Amendment to Stockholders' Agreement dated February 5, 1999 among Holmes Products Corp. and certain stockholders thereof(4) 4.12 Second Supplemental Indenture and Guarantee dated February 5, 1999 among Holmes Products Corp., Holmes Manufacturing Corp., Holmes Air (Taiwan) Corp., Holmes Motor Corp., Moriarty Acquisition Corp., The Rival Company, Patton Electric Company, Inc., Patton Building Products, Inc., Rival Consumer Sales Corporation and State Street Bank and Trust Company(4) 5.1 Opinion of Posternak, Blankstein & Lund, L.L.P.(5) 5.2 Opinion of Latham & Watkins (revised and filed herewith) 10.1 Stock Purchase and Redemption Agreement dated as of October 27, 1997, as amended as of November 25, 1997, among Asco Investments Ltd., Jordan A. Kahn, Holmes Products Corp., Holmes Products (Far East) Limited and Holmes Acquisition LLC(1) 10.2 Stock Purchase Agreement dated as of October 27, 1997 among Jordan A. Kahn and Holmes Acquisition LLC(1) 10.3 Executive Employment and Non-Competition Agreement dated November 26, 1997 among Holmes Products Corp. and Jordan A. Kahn(1) 10.4 Executive Employment and Non-Competition Agreement dated November 26, 1997 among Holmes Products Corp. and Stanley Rosenzweig(1) 10.5 Executive Employment and Non-Competition Agreement dated November 26, 1997 among Holmes Products Corp. and Gregory F. White(1) 10.6 Executive Employment and Non-Competition Agreement dated May 1, 1998 among Esteem Industries Limited and (Tommy) Woon Fai Liu(5) 10.7 Holmes Products Corp. Amended and Restated 1997 Stock Option Plan(4) 10.8 Non-transferable Common Stock Purchase Warrant dated November 26, 1997 issued to Pentland Group plc(1) 10.9 Holmes Products Corp. Employee Stock Purchase Plan(4) 10.10 Agreement and Plan of Merger dated December 17, 1998, by and among Holmes Products Corp., Moriarty Acquisition Corp. and The Rival Company(2) 10.11 Tender and Voting Agreement dated December 17, 1998, by and among Holmes Products Corp., Moriarty Acquisition Corp. and the directors and certain executive officers of The Rival Company(2) 10.12 Confidentiality Agreement dated October 1, 1998, by and between Holmes Products Corp. and BancAmerica Securities, Inc., on behalf of Holmes Products Corp.(2) 10.13 Purchase Agreement dated as of January 29, 1999 among Holmes Products Corp., BancBoston Robertson Stephens Inc. and Lehman Brothers Inc.(2) 10.14 Investors Subscription Agreement dated February 5, 1999 by and among Holmes Products Corp. and certain investors(3)
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EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.15 Amended and Restated Revolving Credit and Term Loan Agreement dated as of February 5, 1999 among Holmes Products Corp., Moriarty Acquisition Corp., The Rival Company, Holmes Products (Far East) Limited, Esteem Industries Limited, Raider Motor Corporation, Holmes Products (Europe) Limited, Bionaire International B.V., Patton Electric Hong Kong, Limited, and The Rival Company of Canada, Ltd., BankBoston, and the other lending institutions party thereto, BankBoston, N.A. as Administrative Agent and Lehman Commercial Paper Inc. as Documentation Agent, with BancBoston Robertson Stephens Inc. as Syndication Agent and Arranger and Lehman Brothers Inc. as Co-Arranger(3) 10.16 Employee Stockholders' Agreement dated April 23, 1998(5) 10.17 Voting Trust Agreement(5) 10.18 First Amendment to Executive Employment and Non-Competition Agreement dated February 5, 1999 between Holmes Products Corp. and Jordan A. Kahn(5) 10.19 Management Agreement dated as of November 26, 1997 between Berkshire Partners, LLC and Holmes Products Corp.(5) 10.20 First Amendment to Management Agreement dated February 5, 1999 between Berkshire Partners, LLC and Holmes Products Corp.(5) 12.1 Computation of Ratio of Earnings to Fixed Charges(5) 21.1 Subsidiaries of Registrant(4) 23.1 Consent of PricewaterhouseCoopers LLP(5) 23.2 Consent of KPMG LLP(5) 23.3 Consent of Posternak, Blankstein & Lund, L.L.P. (included in Exhibit 5.1)(5) 23.4 Consent of Latham & Watkins (included in Exhibit 5.2) 24.1 Power of Attorney(5) 25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of State Street Bank and Trust Company(5) 27.1 Financial Data Schedule of The Rival Company(5) 99.1 Form of Letter of Transmittal(5) 99.2 Form of Notice of Guaranteed Delivery(5)
- ------------------------- (1) Incorporated by reference to the Registrant's Registration Statement on Form S-4, as amended (Registration No. 333-44473). (2) Incorporated by reference to the Registrant's Tender Offer Statement on Schedule 14D-1 dated December 23, 1998, as amended. (3) Incorporated by reference to the Registrant's Current Report on Form 8-K dated February 5, 1999. (4) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Commission on March 31, 1999. (5) Previously filed. EX-5.2 2 OPINION OF LATHAM AND WATKINS 1 [LATHAM & WATKINS ATTORNEYS AT LAW LETTERHEAD] July 14, 1999 Holmes Products Corp. 233 Fortune Boulevard Milford, MA 01757 Re: Registration Statement No. 333-77905; $31,250,000 in aggregate principal amount of 9 7/8% Senior Subordinated Notes due 2007 Ladies and Gentlemen: In connection with the registration of $31,250,000 in aggregate principal amount of Series D 9 7/8% Senior Subordinated Notes due 2007 (the "NEW SECURITIES") by Holmes Products Corp., a Massachusetts corporation (the "COMPANY"), and the guarantees of the New Securities (the "NEW GUARANTEES") by Holmes Manufacturing Corp., a Massachusetts corporation, Holmes Air (Taiwan) Corp., a Massachusetts corporation, Holmes Motor Corp., a Delaware corporation, The Rival Company, a Delaware corporation, Patton Electric Company, Inc., an Indiana corporation, Patton Building Products, Inc., a Delaware corporation, and Rival Consumer Sales Corporation, a Missouri corporation (collectively, the "GUARANTORS"), under the Securities Act of 1933, as amended (the "ACT"), on Form S-4 filed with the Securities and Exchange Commission (the "COMMISSION") on May 6, 1999 (File No. 333-77905), as amended by Amendment No. 1 filed with the Commission on June 18, 1999 and Amendment No. 2 filed with the Commission on July 2, 1999 (collectively, the "REGISTRATION STATEMENT"), you have requested our opinion with respect to the matters set forth below. The New Securities and the New Guarantees will be issued pursuant to an indenture (the "INDENTURE"), dated as of February 5, 1999, among the Company, the Guarantors and State Street Bank and Trust Company, as Trustee (the "TRUSTEE"). The New Securities and the New Guarantees will be issued in exchange for the Company's outstanding Series C 9 7/8% Senior Subordinated Notes due 2007 (the "OLD SECURITIES") and the guarantees of the Old Securities by the Guarantors 2 Holmes Products Corp. July 14, 1999 Page 2 (the "OLD GUARANTEES") on the terms set forth in the prospectus contained in the Registration Statement and the letter of transmittal filed as an exhibit thereto (the "EXCHANGE OFFER"). We have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the internal laws of the State of New York and, except as stated in the following sentence, we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. With respect to the opinions expressed below, to the extent they involve matters arising under the laws of the Commonwealth of Massachusetts, with your permission we have relied exclusively on the opinion of Posternak, Blankstein & Lund, L.L.P., a copy of which is attached hereto, subject to all of the assumptions, limitations and qualifications set forth therein. Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof: (1) The New Securities to be exchanged for the Old Securities pursuant to the Exchange Offer, have been duly authorized and when executed, issued and authenticated in accordance with the terms of the Exchange Offer and the Indenture and exchanged for the Old Securities in accordance with the terms of the Exchange Offer, will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. (2) The New Guarantees of the Guarantors, have been duly authorized and when executed and endorsed on the New Securities in accordance with the terms of the Indenture and upon due execution, issuance and authentication of the New Securities in accordance with the terms of the Exchange Offer and the Indenture and exchange of the New Securities for the Old Securities in accordance with the terms of the Exchange Offer, will be the legally valid and binding obligation of the Guarantors, enforceable against the Guarantors in accordance with their terms. The opinions rendered in paragraphs 1 and 2 relating to the enforceability of the New Securities and the New Guarantees are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a 3 Holmes Products Corp. July 14, 1999 Page 3 proceeding in equity or law, and the discretion of the court before which any proceeding therefor may be brought. We have not been requested to express, and with your knowledge and consent, do not render any opinion as to the applicability to the obligations of the Company under the Indenture and the New Securities or the Guarantors under the Indenture or the New Guarantees of Section 548 of the United States Bankruptcy Code or applicable state law (including, without limitation, Article 10 of the New York Debtor and Creditor Law) relating to fraudulent transfers and obligations. To the extent that the obligations of the Company, or the Guarantors under the Indenture, the New Securities or the New Guarantees may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been or will be duly authorized by the Trustee; that each of the Indenture, the New Securities and the New Guarantees has been or will be duly executed and delivered by the Trustee, the Company and each of the Guarantors and constitutes the legally valid, binding and enforceable obligation of the Trustee, enforceable against the Trustee in accordance with its terms; and that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading "Legal Matters." Very truly yours, /s/ Latham & Watkins -----END PRIVACY-ENHANCED MESSAGE-----