-----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, NQx542c1XwaNv9shtT/7VPG931s5whncF/YEMNLl/KX+7dOXVMB5sZE935ait50m HVKREkc7Mqj8CW9B23SSjQ== 0000950133-96-002954.txt : 19970102 0000950133-96-002954.hdr.sgml : 19970102 ACCESSION NUMBER: 0000950133-96-002954 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961231 SROS: NONE GROUP MEMBERS: A BREED LTD GROUP MEMBERS: ALLEN K. BREED GROUP MEMBERS: J. BREED, LTD. GROUP MEMBERS: JOHNNIE CORDELL BREED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BREED TECHNOLOGIES INC CENTRAL INDEX KEY: 0000891531 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 222767118 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43353 FILM NUMBER: 96688923 BUSINESS ADDRESS: STREET 1: 5300 OLD TAMPA HWY CITY: LAKELAND STATE: FL ZIP: 33811 BUSINESS PHONE: 9416686000 MAIL ADDRESS: STREET 1: PO BOX 33050 CITY: LAKELAND STATE: FL ZIP: 33811 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: A BREED LTD CENTRAL INDEX KEY: 0001029821 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 334 PADRE BLVD., #2602 CITY: SOUTH PADRE ISLAND STATE: TX ZIP: 78597 BUSINESS PHONE: 2107614629 SC 13D 1 BREED TECHNOLOGIES, INC. SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 BREED TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title Class of Securities) 106702103 - -------------------------------------------------------------------------------- (CUSIP Number) JOHNNIE CORDELL BREED C/O BREED TECHNOLOGIES, INC. 5300 OLD TAMPA HIGHWAY LAKELAND, FLORIDA 33811 (813) 284-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 20, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [] Check the following box if a fee is being paid with the statement __. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for all parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Exhibit Index begins on Page 12 2
- --------------------------------------------------- ------------------------------------------------------------ CUSIP NO. 106702103 13D PAGE 2 OF 16 PAGES - --------------------------------------------------- ------------------------------------------------------------ - ---------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON A. Breed, Ltd. - ---------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] - ---------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ---------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION A. Breed, Ltd. was organized as a Texas limited partnership. - ---------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY ------------------------------------------------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON 8,477,750 WITH ------------------------------------------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER ------------------------------------------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 8,477,750 - ---------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,477,750 - ---------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.8% - ---------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* A. Breed, Ltd. is classified as PN - ----------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 Page 2 of 16 3
- --------------------------------------------------- ------------------------------------------------------------ CUSIP NO. 106702103 13D PAGE 3 OF 16 PAGES - --------------------------------------------------- ------------------------------------------------------------ - ---------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. Breed, Ltd. - ---------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] - ---------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ---------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION J. Breed, Ltd. was organized as a Texas limited partnership. - ---------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY ------------------------------------------------------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON 8,477,750 WITH ------------------------------------------------------------------------------------------------------ 9 SOLE DISPOSITIVE POWER ------------------------------------------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 8,477,750 - ---------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,477,750 - ---------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.8% - ---------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* J. Breed, Ltd. is classified as PN - ----------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 Page 3 of 16 4
- --------------------------------------------------- ------------------------------------------------------------ CUSIP NO. 106702103 13D PAGE 4 OF 16 PAGES - --------------------------------------------------- ------------------------------------------------------------ - ---------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Allen K. Breed (###-##-####) - ---------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] - ---------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ---------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Mr. Breed is a citizen of the United States. - ---------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 17,010,600 PERSON ----------------------------------------------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER ----------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 17,010,600 - --------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,010,600 - --------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - --------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.8% - --------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* Mr. Breed is classified as IN - ---------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 4 of 16 5
- --------------------------------------------------- -------------------------------------------------------- CUSIP NO. 106702103 13D PAGE 5 OF 16 PAGES - --------------------------------------------------- -------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Johnnie Cordell Breed (###-##-####) - ---------------------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] - ---------------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - ---------------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ms. Breed is a citizen of the United States. - ---------------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ------------------------------------------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 17,830,600 PERSON ------------------------------------------------------------------------------------------------------ WITH 9 SOLE DISPOSITIVE POWER ------------------------------------------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 17,830,600 - ---------------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,830,600 - ---------------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---------------------------------------------------------------------------------------------------------------------------- 13 PERCENT OR CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.4% - ---------------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* Ms. Breed is classified as IN - ----------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 5 of 16 6 ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement relates is the Common Stock, $.01 par value (the "Shares"), of Breed Technologies, Inc. ("Issuer"), a Delaware corporation, whose principal executive offices are located at 5300 Old Tampa Highway, Lakeland, Florida 33811. ITEM 2. IDENTITY AND BACKGROUND A. Breed, Ltd.: (a) The name of the first reporting person is A. Breed, Ltd. (the "AB Partnership"). The general partner of the AB Partnership is Allen Breed, Inc., for which Allen K. Breed is the sole executive officer and director. The limited partner is the Allen K. Breed Revocable Trust, for which Mr. Breed is the sole trustee and beneficiary. Pursuant to the partnership agreement dated December 10, 1996, the Allen K. Breed Revocable Trust transferred, by gift and without consideration, 8,477,750 shares of the Common Stock of Breed Technologies, Inc. formerly held by it to the AB Partnership. (b) The address of the AB Partnership is 334 Padre Boulevard, #2602, South Padre Island, Texas 78597. (c) The AB Partnership is a limited partnership which was formed to promote the efficient and economical management of the assets thereof. The address at which the AB Partnership performs such functions is as listed in (b) above. (d) The AB Partnership has not been convicted in a criminal proceeding during the last five years. (e) During the last five years, the AB Partnership has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. (f) The AB Partnership is a limited partnership organized in the State of Texas. J. Breed, Ltd.: (a) The name of the second reporting person is J. Breed, Ltd. (the "JB Partnership"). The general partner of the JB Partnership is Johnnie Breed, Inc., for which Johnnie Cordell Breed is the sole executive officer and director. The limited partner is the Johnnie Eileen Cordell Breed Revocable Trust, for which Ms. Breed is the sole trustee and beneficiary. Pursuant to the partnership agreement dated December 10, 1996, the Johnnie Eileen Cordell Breed Revocable Trust transferred, by gift and without consideration, 8,477,750 shares of the Common Stock of Breed Technologies, Inc. formerly held by it to the JB Partnership. (b) The address of the JB Partnership is 334 Padre Boulevard, #2602, South Padre Island, Texas 78597. (c) The JB Partnership is a limited partnership which was formed to promote the efficient and economical management of the assets thereof. The address at which the JB Partnership performs such functions is as listed in (b) above. (d) The JB Partnership has not been convicted in a criminal proceeding during the last five years. (e) During the last five years, the JB Partnership has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. (f) The JB Partnership is a limited partnership organized in the State of Texas. Page 6 of 16 7 Allen Breed, Inc.: (a) The general partner of the AB Partnership is Allen Breed, Inc. (the "AB General Partner"). (b) The business address of the AB General Partner is 334 Padre Boulevard, #2602, South Padre Island, Texas 78597. (c) The principle business of the AB General Partner is to manage the affairs of the limited partnership. The sole executive officer and director of the AB General Partner is Allen K. Breed. The address at which the AB General Partner conducts its business is as stated in (b) above. (d) The AB General Partner has not been convicted in a criminal proceeding during the last five years. (e) During the last five years, the AB General Partner has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. (f) The AB General Partner is a corporation organized in the State of Texas. Johnnie Breed, Inc.: (a) The general partner of the JB Partnership is Johnnie Breed, Inc. (the "JB General Partner"). (b) The business address of the JB General Partner is 334 Padre Boulevard, #2602, South Padre Island, Texas 78597. (c) The principle business of the JB General Partner is to manage the affairs of the limited partnership.] The sole executive officer and director of the JB General Partner is Johnnie Cordell Breed. The address at which the JB General Partner conducts its business is as stated in (b) above. (d) The JB General Partner has not been convicted in a criminal proceeding during the last five years. (e) During the last five years, the JB General Partner has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. (f) The JB General Partner is a corporation organized in the State of Texas. Allen K. Breed: (a) Allen K. Breed ("Mr. Breed") is an individual who influences control over the AB Partnership, the JB Partnership, the AB General Partner and the JB General Partner and has beneficial ownership of the Shares. (b) Mr. Breed's business address is Breed Technologies, Inc., 5300 Old Tampa Highway, Lakeland, Florida 33811. (c) Mr. Breed is Chairman of the Board of Directors and Chief Executive Officer of the Issuer, a manufacturer of automotive airbag crash sensors and airbag systems. Mr. Breed is the husband of Johnnie Cordell Breed. The Issuer's principal address is 5300 Old Tampa Highway, Lakeland, Florida 33811. (d) Mr. Breed has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) During the last five years, Mr. Breed has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future Page 7 of 16 8 violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Breed is a citizen of the United States. Johnnie Cordell Breed: (a) Johnnie Cordell Breed ("Ms. Breed") is an individual who influences control over the AB Partnership, the JB Partnership, the AB General Partner and the JB General Partner and has beneficial ownership of the Shares. (b) Ms. Breed's business address is Breed Technologies, Inc., 5300 Old Tampa Highway, Lakeland, Florida 33811. (c) Ms. Breed is President of the Issuer and a director of the Issuer. The Issuer's principal address is 5300 Old Tampa Highway, Lakeland, Florida 33811. She is the wife of Allen K. Breed. (d) Ms. Breed has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. (e) During the last five years, Ms. Breed has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. (f) Ms. Breed is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No consideration was given for the transfer of any of the Shares. The Shares were transferred pursuant to two certain Limited Partnership Agreements, each dated December 10, 1996 (the "Agreements"), one by and between Allen Breed, Inc. and Allen K. Breed as trustee of the Allen K. Breed Revocable Trust, Agreement dated November 7, 1994 (the "AB Trust") and the other by and between Johnnie Breed, Inc. and Johnnie Eileen Cordell Breed, as trustee of the Johnnie Eileen Cordell Breed Revocable Trust, Agreement dated November 7, 1994 (the "JB Trust," together with the AB Trust, the "Trusts"). Under the Agreements, the AB Trust transferred, by gift and without consideration, 8,477,750 Shares to the new partnership, A. Breed, Ltd., for which Allen Breed, Inc. is the general partner and the AB Trust is the limited partner and the JB Trust transferred, by gift and without consideration, 8,477,750 Shares to the new partnership, J. Breed, Ltd., for which Johnnie Breed, Inc. is the general partner and the JB Trust is the limited partner. Pursuant to the Voting Agreement described in Item 6 below, Mr. and Ms. Breed retain voting control of the Shares. ITEM 4. PURPOSE OF TRANSACTIONS The transfer was made in connection with certain financial and estate planning matters for Mr. and Ms. Breed. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The following information is based on a total of 31,590,075 shares outstanding on December 23, 1996. (a) (i) Each of A. Breed, Ltd. and J. Breed, Ltd. beneficially own 8,477,750 shares of the Issuer's outstanding Common Stock directly after the transaction reported herein. The 8,477,750 shares of the Issuer's Common Stock beneficially owned by each of A. Breed, Ltd. and J. Breed, Ltd. constitutes approximately 26.8 percent and 26.8 percent, respectively, of the Issuer's Common Stock. (ii) Neither the AB General Partner nor the JB General Partner beneficially owns any shares of the Issuer's stock. (iii) Mr. Breed beneficially owns 17,010,600 shares, constituting 53.8%, of the Issuer's stock. (iv) Ms. Breed beneficially owns 17,830,600 shares, constituting 56.4%, of the Issuer's stock. Page 8 of 16 9 (b) A. Breed, Ltd. and J. Breed, Ltd. have shared voting and dispositive power over the 8,477,750 shares each beneficially owns pursuant to the terms of a certain Voting Agreement, dated December 22, 1996 (the "Voting Agreement"), by and among A. Breed, Ltd., J. Breed, Ltd. and Mr. and Ms. Breed, individually. (c) No transactions other than as reported herein have been effected in the subject class of securities. (d) No person, other than those reported herein, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the aggregate number of 16,955,500 Shares beneficially owned by A. Breed, Ltd. and J. Breed, Ltd. (e) Not applicable. ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO SECURITIES OF ISSUER Pursuant to the Voting Agreement, the parties thereto (the "Parties") have agreed that (i) at any and all meetings of the stockholders of the Company ("Stockholders Meetings"), each of the Parties will vote or cause to be voted all shares owned by him, her it or over which he, she or it has voting control in such manner as shall be mutually agreed upon by the Parties in advance of such meeting; (ii) if Mr. Breed dies or becomes incapable of discharging his obligations under the Voting Agreement while Ms. Breed is still living and capable of discharging her obligations under the Voting Agreement, then at any and all Stockholder Meetings, the successor-in-interest or successors-in-interest to Mr. Breed, as the beneficial owner of all of the outstanding interest of A. Breed, Ltd. shall vote or cause to be voted all shares owned by him, her or it or over which he, she or it has voting control as directed by Johnnie Breed, individually; (iii) if Ms. Breed dies or becomes incapable of discharging her obligations under the Voting Agreement while Mr. Breed is still living and capable of discharging his obligations under the Voting Agreement, then at any and all Stockholder Meetings, the successor-in-interest or successors-in-interest to Ms. Breed, as the beneficial owner of all of the outstanding interest of J. Breed, Ltd. shall vote or cause to be voted all shares owned by him, her or it or over which he, she or it has voting control as directed by Allen Breed, individually; (iv) if A. Breed, Ltd. terminates, then, at any and all Stockholder Meetings, Allen Breed, individually, Johnnie Breed, individually and as the beneficial owner of all of the outstanding interests of J. Breed, Ltd., and J. Breed, Ltd. shall vote or cause to be voted all shares owned by him her or it or over which he, she or it has voting control in such manner as shall be mutually agreed upon by Allen Breed, individually and Johnnie Breed, individually and as the beneficial owner of all of the outstanding interest of J. Breed, Ltd.; and (v) if J. Breed, Ltd. terminates, then, at any and all Stockholder Meetings, Johnnie Breed, individually, Allen Breed, individually and as the beneficial owner of all of the outstanding interests of A. Breed, Ltd., and A. Breed, Ltd. shall vote or cause to be voted all shares owned by him her or it or over which he, she or it has voting control in such manner as shall be mutually agreed upon by Johnnie Breed, individually and Allen Breed, individually and as the beneficial owner of all of the outstanding interest of A. Breed, Ltd.; ITEM 7. MATERIALS TO BE FILED AS EXHIBITS 1. Voting Agreement, dated December 22, 1996, by and among A. Breed, Ltd., J. Breed, Ltd. and Mr. and Ms. Breed, individually. Page 9 of 16 10 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, it is certified that the information set forth in this statement is true, complete and correct. Dated: December 30, 1996 A. BREED, LTD. by Allen Breed, Inc., General Partner for A. Breed, Ltd. By: Allen K. Breed -------------------------------- Name: Allen K. Breed Title: President J. BREED, LTD. by Johnnie Breed, Inc., General Partner for J. Breed, Ltd. By: Johnnie Cordell Breed ------------------------------- Name: Johnnie Cordell Breed Title: President Page 10 of 16 11 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: December 30, 1996 Allen Breed --------------------- Name: Allen K. Breed Date: December 30, 1996 Johnnie Cordell Breed ---------------------------- Name: Johnnie Cordell Breed Page 11 of 16 12 Exhibit Index
Exhibit Page - ------- ---- Voting Agreement, dated 13 December 22, 1996, by and among A. Breed, Ltd., J. Breed, Ltd. and Allen Breed and Johnnie Breed, individually.
Page 12 of 16 EX-99 2 VOTING AGREEMENT 1 VOTING AGREEMENT THIS AGREEMENT is made as of this 22nd day of December, 1996 by and among certain holders of shares of the common stock, $.01 par value, of Breed Technologies, Inc., a Delaware corporation (the "Company"), namely, A. Breed Ltd., a Texas limited partnership ("AB Ltd."), J. Breed Ltd., a Texas limited partnership ("JB Ltd."), Allen Breed, individually, and Johnnie Breed, individually. W I T N E S S E T H : WHEREAS, Allen Breed, individually and as the beneficial owner of the outstanding interests of AB Ltd., Johnnie Breed, individually and as the beneficial owner of the outstanding interests of JB Ltd., AB Ltd. and JB Ltd. (collectively, the "Parties"), desire to provide for the continuity and quality of management of the Company; and WHEREAS, to provide for such continuity and quality, the Parties have mutually agreed to provide for the cooperative voting of their shares (as defined below) in the Company with respect to all matters of the Company; NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all parties hereto, the parties hereto mutually promise and agree as follows: I. VOTING OF SHARES 1. As used in this Agreement the term "shares" shall include shares of the common stock of the Company, and any and all other shares of capital stock of the Company, by whatever name called, which carry voting rights (including voting rights which arise by reason of default), and shall include any shares now owned or subsequently acquired by any of the Parties, however acquired, including shares acquired by or resulting from stock splits, stock dividends, recapitalization and similar events. 2. The Parties hereby agree that, so long as AB Ltd. and JB Ltd. continue to exist and so long as Allen Breed and Johnnie Breed are both living and capable of discharging their obligations under this Agreement, at any and all meetings of stockholders of Page 13 of 16 2 the Company (which shall include, for purposes of this Agreement, all written actions in lieu of meetings) (the "Stockholders Meetings"), each of the Parties shall vote or cause to be voted all shares owned by him, her or it or over which he, she or it has voting control in such manner as shall be mutually agreed upon by the Parties in advance of such meeting. 3. If Allen Breed dies or becomes physically incapable of discharging his obligations under this Agreement while Johnnie Breed is still living and capable of discharging her obligations under this Agreement, then, at any and all Stockholder Meetings, the successor-in-interest or successors-in-interest to Allen Breed, as the beneficial owner of all of the outstanding interests of AB Ltd., and AB Ltd. shall vote or cause to be voted all shares owned by him, her or it or over which he, she or it has voting control as directed by Johnnie Breed, individually. 4. If Johnnie Breed does or becomes physically incapable of discharging her obligations under this Agreement while Allen Breed is still living and capable of discharging his obligations under this Agreement, then, at any and all Stockholder Meetings, the successor-in-interest or successors-in-interest to Johnnie Breed, individually, the successor-in-interest or successors-in-interest to Johnnie Breed, as the beneficial owner of all of the outstanding interests of JB Ltd., and JB Ltd. shall vote or cause to be voted all shares owned by him, her or it or over which he, she or it has voting control as directed by Allen Breed, individually. 5. If AB Ltd. terminates, then, at any and all Stockholder Meetings, Allen Breed, individually, Johnnie Breed, individually and as the beneficial owner of all of the outstanding interests of JB Ltd., and JB Ltd. shall vote or cause to be voted all shares owned by him, her or it or over which he, she or it has voting control in such manner as shall be mutually agreed upon by Allen Breed, individually, and Johnnie Breed, individually and as the beneficial owner of all of the outstanding interests of JB Ltd. 6. If JB Ltd. terminates, then, at any and all Stockholder Meetings, Allen Breed, individually and as the beneficial owner of all of the outstanding interests of AB Ltd., Johnnie Breed, individually, and the AB Ltd. shall vote or cause to be voted all shares owned by him, her or it or over which he, she or it has voting control in such manner as shall be mutually agreed upon by Allen Breed, individually and as the beneficial owner of all of the outstanding interests of AB Ltd., and Johnnie Breed, individually. Page 14 of 16 3 II. GENERAL PROVISIONS 1. The term of this Agreement shall commence on the date hereof and shall terminate upon any of the following events: (a) the tenth anniversary of the date hereof; (b) the termination of both JB Ltd. and AB Ltd.; or (c) the mutual agreement of Allen Breed and Johnnie Breed, individually, provided that both parties are still living and capable of discharging their obligations under this Agreement, or by the survivor, if either person has died or is no longer capable of discharging his or her obligations under this Agreement. 2. This Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof and may not be amended, modified or terminated, and no rights or provisions herein may be waived, without the written approval of all of the Parties, provided, however, that any Party may individually waive any of his, her or its rights hereunder without affecting the rights of any other Party. 3. This Agreement shall be construed under and governed by the laws of the State of Delaware, and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns. 4. Notice to be given pursuant to this Agreement shall be in writing and shall be given by certified or registered mail, return receipt requested. Notices shall be deemed given when personally delivered or when mailed to the addresses of the respective Parties as set forth on the execution page of this Agreement, or on the counterpart hereof executed by such party or to such changed address as any Party may notify the others pursuant hereto, except that a notice of change of address shall be deemed given when received. 5. The parties agree that in addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each of the Parties hereto shall be entitled to specific performance of the obligations of the other Parties hereto and to appropriate injunctive relief as may be granted by a court of competent jurisdiction. 6. This Agreement may be executed in any number of counterparts, all of which together shall for all purposes constitute one Agreement, binding on all the parties hereto Page 15 of 16 4 notwithstanding that all such parties have not signed the same counterpart. IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date and year first above written. ---------------------------------- Allen K. Breed, Individually A. BREED LTD. By: Allen Breed, Inc., General Partner By: ------------------------------- ---------------------------------- Johnnie Cordell Breed, Individually J. BREED LTD. By: Johnnie Breed, Inc., General Partner By: ---------------------------------- Page 16 of 16 -----END PRIVACY-ENHANCED MESSAGE-----