www.citationcorp.com/edgar-S-4A_10-02-1996.txt -
[Cached Version]
Published on: 8/18/1999
Last Visited: 8/25/2002
The operations of Interstate are the responsibility of James Mitchell (age 49), President and Chief Executive Officer, David P. Lauer (age 36), Chief Financial Officer and Treasurer, Everett Johnson (age 43), Vice President and General Manager - Southwest Division, David A. Boettcher (age 47), Vice President - Sales and Louis Zietz (age 43), Vice President and Technical Manager -Southwest Division.
...
Mitchell and Esenberg have entered into employment agreements with Interstate, the terms of which will commence upon consummation of the Merger and will extend for a period of three years thereafter, in the case of Mr. Mitchell, and until December 31, 2001, in the case of Mr. Esenberg.
...
Mitchell and Esenberg have entered into employment agreements with Interstate, the terms of which will commence upon consummation of the Merger and will extend for a period of three years thereafter, in the case of Mr. Mitchell, and until December 31, 2001, in the case of Mr. Esenberg.
...
Esenberg and Mitchell and related documents.
...
Esenberg and Mitchell and related documents.
...
Esenberg and Mitchell and related documents.
...
Following the Interstate Board meeting, on May 16, 1996 the Merger Agreement, the employment agreement between Interstate and Franklyn Esenberg and the employment agreement between Interstate and James Mitchell were executed.
...
At this meeting, the Interstate Board approved amendments to: (a) the Merger Agreement which extended to November 30, 1996 the date for termination of the Merger Agreement; and (b) the Employment Agreements with Franklyn Esenberg and James Mitchell which extended to November 30, 1996 the dates on which such Employment Agreements would terminate if the transactions described in the Merger Agreement had not been closed.
...
o the ownership, active management or operation of any business other than the business of Interstate on the date of the Merger Agreement; (f) cause James Mitchell to be the principal executive officer of Interstate, having the right to manage the business and affairs of Interstate and direct the formulation and execution of both short- and long-term corporate plans; (g) cause Interstate to make all capital expenditures described in Interstate's 1996 business plan; and (h) not own (other than through Interstate), directly or indirectly, any other forging operation without first consulting with the Stockholders Agents. -46- PROCEDURES TO DETERMINE ANY CONTINGENT PAYMENTS DUE The Merger Agreement establishes certain procedures that must be complied with in determining whether any Contingent Payments are due and payable during the Payout Period.Generally, by March 1, 1997, 1998 and 1999, Citation must deliver to the Stockholders Agent (i) audited financial statements of Interstate for the preceding calendar year; (ii) a statement setting forth Citation's calculation of Interstate EBIT for the preceding calendar year or years; (iii) a statement setting forth Citation's calculation of the amount of the Contingent Payments due for the preceding calendar year or years and the amount payable for the preceding calendar year; and (iv) a special report by the auditors regarding Citation's calculation of Interstate EBIT and the Contingent Payments for the preceding calendar year or years.With respect to the final calendar year in the Payout Period, Citation must also deliver a statement setting forth the amount of any setoff by Citation against the Contingent Payments and the basis therefor.See THE PROPOSED MERGER--INDEMNIFICATION.The Merger Agreement also contains provisions intended to resolve any disagreement with respect to the calculation of Interstate EBIT or the Contingent Payments.If Citation and the Stockholders Agents are unable to resolve any disagreement involving any such calculation, the disagreement may be submitted to a firm of independent certified public accountants of national standing with an office in Chicago, Illinois which is not affiliated with Citation, as agreed to in writing by Citation and the Stockholders Agents.The independent accountants will render a decision on the disagreement in writing, such decision being final and binding on the parties.
...
4051 North 27th Street Milwaukee, Wisconsin 53216-1883 James Mitchell
159,284(3)(4)
11.9% Interstate Forging Industries, Inc.4051 North 27th Street Milwaukee, Wisconsin 53216-1883 Everett Smith Holdings Inc.800 North Marshall Street Milwaukee, Wisconsin 53202-3911
...
(1) Represents shares held as trustee of the Interstate Retirement Plan and Interstate's two pension plans. (2) Includes 7,482 shares held by Mr. Esenberg's spouse, as to which voting and investment power is shared. (3) Includes the following number of shares in the named person's Savings and Retirement Plan account, as to which voting power is shared: Mr. Esenberg--5,967; Mr. Mitchell--6,826; Mr. Boettcher--2,408; Mr. Johnson--3,451; Mr. Lauer--480; and Mr. Zietz--2,411. (4) Includes unissued shares deemed to be beneficially owned by the named persons pursuant to unexercised stock options which may be exercised within 60 days of the Record Date.
...
Each person holds the following number of option shares which are deemed to be beneficially owned: Mr. Esenberg--10,000; Mr. Mitchell--28,400; Mr. Kasten--10,000; Mr. Kuester--10,000; Mr. Luber--10,000; Mr. Schuetz--10,000; -56- Mr. Smith--10,000; Mr. Boettcher--2,600; Mr. Johnson--3,300; Mr. Lauer--2,400; and Mr. Zietz--1,600. (5) Includes 20,280 shares held by Everett Smith Investment Company Ltd. of Delaware, an affiliate of the named party. (6) Includes 2,500 shares held as co-trustee of four trusts, as to which voting and investment power is shared. (7) Does not include 14,482 shares held by Mr. Schuetz' spouse, as to which he disclaims beneficial ownership. (8) Includes 1,173 shares held jointly with Mr. Johnson's spouse, as to which voting and investment power is shared. (9) Includes 8,655 shares as to which voting and investment power is shared with the named persons' spouses, 2,500 shares as to which voting and investment power is shared with a co-trustee, 98,300 shares subjec
11 online sources [ view sources ]
Profile is not claimed [ claim profile ]
