Premier Industrial Corp – ‘8-K’ for 1/23/96 – EX-10.2

As of:  Wednesday, 1/24/96   ·   For:  1/23/96   ·   Accession #:  912057-96-761   ·   File #:  1-04903

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     14K 
 2: EX-10.1     Material Contract                                     75    281K 
 3: EX-10.2     Material Contract                                     14     38K 
 4: EX-10.3     Material Contract                                     25     65K 
 5: EX-99.1     Miscellaneous Exhibit                                  4     17K 

EX-10.2   —   Material Contract
Exhibit Table of Contents

EX-10.2
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VOTING AGREEMENT

          AGREEMENT, dated as of January 23, 1996 among Farnell Electronics PLC,
a public limited company formed under the laws of England ("Farnell"), and the  
holders (the "Shareholders") of the shares of capital stock (the "Shares") of   
Premier Industrial Corporation, an Ohio corporation (the "Company"), listed on  
the signature pages hereof.                                                     

      WHEREAS, in order to induce Farnell to enter into an Agreement and
Plan of Merger (the "Merger Agreement") with the Company, Farnell has requested 
the Shareholders, and the Shareholders have agreed, to enter into this          
Agreement.                                                                      

NOW, THEREFORE, the parties hereto agree as follows:        

 ARTICLE I

 VOTING AGREEMENT AND GRANT OF PROXY

SECTION 1.01.  VOTING AGREEMENT.  (a)  At any meeting of the
shareholders of the Company, however called, and at every adjournment thereof,  
or in connection with any written consent of the shareholders of the Company,   
each Shareholder will cause all Shares held by such Shareholder as set forth on 
Schedule I hereto and any additional Shares acquired by such Shareholder        
(whether by purchase or otherwise) after the date of this Agreement             
(collectively, the "Shareholder Shares") to be voted (i) during the term of the 
Merger Agreement, (x) in favor of the Merger (as defined in the Merger          
Agreement) and the approval and adoption of the Merger Agreement and any actions
required in furtherance thereof and (y) against any action or agreement that    
would result in a breach in any material respect of any provision of the Merger 
Agreement or that is inconsistent with or that is reasonably likely to impede,  
interfere with, delay, postpone or attempt to discourage the Merger and (ii)    
during the term of this Agreement, against (1) any Acquisition Proposal (as     
defined in the Merger Agreement), (2) any extraordinary corporate transaction,  
such as a merger, reorganization or liquidation involving the Company or any of 
its subsidiaries; (3) any sale or transfer of a material amount of assets of the
Company or its subsidiaries taken as a whole; (4) any change in the management  
or board of                                                                     

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directors of the Company, except as otherwise agreed to in writing by Farnell   
other than the removal of a member of management or a director for cause; (5)   
any material change in the present capitalization or dividend policy of the     
Company; or (6) any other material change in the Company's corporate structure  
or business.  The Shareholders shall not enter into any agreement or            
understanding with any person, directly or indirectly, to vote, grant any proxy 
or give instructions with respect to the voting of the Shareholder Shares of    
such Shareholder in any manner inconsistent with this Agreement.                

        (b)  Each Shareholder agrees that during the term of this Agreement,
such Shareholder (i) shall attend or otherwise participate in all duly called   
shareholder meetings and any adjournments thereof and in all actions by written 
consent of shareholders, (ii) shall not, without the prior written consent of   
Farnell, vote any Shareholder Shares of such Shareholder in favor of any        
Acquisition Proposal and (iii) shall otherwise vote such Shareholder Shares, and
use its best efforts in its capacity as shareholder of the Company, to prevent  
the consummation of any Acquisition Proposal.                                   

         (c)  Farnell agrees that the covenants of each Shareholder under this
Agreement relate only to each Shareholder in its capacity as a shareholder and  
not to any other capacity in which such person may be acting.                   

 SECTION 1.02.  IRREVOCABLE PROXY.  (a)  In the event that any
Shareholder shall breach its covenant set forth in Section 1.01, such           
Shareholder (without any further action on such Shareholder's part) shall be    
deemed to have irrevocably appointed Farnell as the attorney and proxy of such  
Shareholder pursuant to the provisions of section 1701.48 of the Ohio General   
Corporation Law, with full power of substitution, to vote, and otherwise act (by
written consent or otherwise) with respect to the Shareholder Shares of such    
Shareholder, at any meeting of shareholders of the Company (whether annual or   
special and whether or not an adjourned or postponed meeting) or consent in lieu
of any such meeting or otherwise, to vote such shares as set forth in Section   
1.01; PROVIDED that in any such vote or other action pursuant to such proxy,    
Farnell shall not have the right (and such proxy shall not confer the right) to 
vote to reduce the Merger Consideration (as defined in the Merger Agreement) or 
to otherwise modify or amend the Merger Agreement to reduce the rights or       
benefits of the Company or any shareholders of the Company (including the       
Shareholders) under the Merger Agreement or to reduce the obligations of Farnell
thereunder.  This proxy and power of attorney is                                

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irrevocable and coupled with an interest.  Each Shareholder hereby revokes,     
effective upon the execution and delivery of the Merger Agreement by the parties
thereto, all other proxies and powers of attorney with respect to the           
Shareholder Shares that Shareholder may have heretofore appointed or granted,   
and no subsequent proxy or power of attorney (except in furtherance of          
Shareholder's obligations under Section 1.01 hereof) shall be given or written  
consent executed (and if given or executed, shall not be effective) by          
Shareholder with respect thereto so long as this Agreement remains in effect.   
Each Shareholder shall forward to Farnell any proxy cards that such Shareholder 
receives in respect of its Shareholder Shares.                                  

          (b)  None of the Shareholders shall, directly or indirectly, except as
contemplated by this Agreement, grant any proxies or powers of attorney with    
respect to matters set forth in Section 1.01, deposit any of the Shareholder    
Shares into a voting trust or enter into a voting agreement or arrangement with 
respect to any of the Shareholder Shares, in each case with respect to such     
matters.                                                                        

      SECTION 1.03.  DISSENTERS' RIGHTS.  None of the Shareholders shall
give demand pursuant to Section 1701.85 of the Ohio General Corporation Law for 
appraisal of any Shares of the Company.                                         

ARTICLE II

REPRESENTATIONS AND WARRANTIES
 OF THE SHAREHOLDERS

        Each Shareholder represents and warrants with respect to itself only
to Farnell that:                                                                

       SECTION 2.01.  VALID TITLE.  The Shareholder is the record owner of
the Shareholder Shares with full power to vote and dispose (other than any      
restrictions on disposition which do not limit the Shareholder's ability to     
comply with or perform its obligations under this Agreement) of such Shares and 
there are no restrictions (other than any restrictions on disposition which do  
not limit the Shareholder's ability to comply with or perform its obligations   
under this Agreement) on the Shareholder's voting rights or rights of           
disposition pertaining thereto.  None of the Shareholder Shares is subject to   
any voting trust or other agreement or arrangement with respect to the voting of
such Shareholder Shares.                                                        

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  SECTION 2.02.  NON-CONTRAVENTION.  The execution, delivery and
performance by the Shareholder of this Agreement and the consummation of the    
transactions contemplated hereby do not and will not contravene or constitute a 
default under or give rise to a right of termination, cancellation or           
acceleration of any right or obligation of the Shareholder under any provision  
of applicable law or regulation or of any agreement, judgment, injunction,      
order, decree or other instrument binding on the Shareholder.                   

   SECTION 2.03.  BINDING EFFECT.  This Agreement is the valid and
binding agreement of the Shareholder, enforceable against the Shareholder in    
accordance with its terms, except as enforcement may be limited by bankruptcy,  
insolvency, moratorium or other similar laws relating to creditors' rights      
generally or by general equitable principles.  If this Agreement is being       
executed in a representative or fiduciary capacity, the person signing this     
Agreement has full power and authority to enter into and perform this Agreement 
and has obtained any necessary consents in connection with execution of this    
Agreement.                                                                      

          SECTION 2.04.  AUTHORIZATION.  The execution, delivery and performance
by the Shareholder of this Agreement and the consummation by the Shareholder of 
the transactions contemplated hereby are within the Shareholder's powers and    
have been duly authorized by all necessary actions, if any, including all       
necessary actions by the trustees of a Shareholder, if the Shareholder is a     
trust.                                                                          

         SECTION 2.05.  FINDER'S FEES.  No investment banker, broker or finder
is entitled to a commission or fee from Farnell or the Company in respect of    
this Agreement based upon any arrangement or agreement made by or on behalf of  
the Shareholder.                                                                

         SECTION 2.06.  BOARD APPROVAL.  None of (i) the provisions of Section
1701.831 of the Ohio General Corporation Law ("OGCL") or (ii) the provisions of 
Chapter 1704 of the Ohio Revised Code in any way restricts or prohibits the     
consummation of the transactions contemplated by this Agreement.                

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 ARTICLE III

 REPRESENTATIONS AND
 WARRANTIES OF FARNELL

Farnell represents and warrants to each Shareholder:  

          SECTION 3.01.  CORPORATE POWER AND AUTHORITY.  Subject to any required
approval of Farnell's shareholders, Farnell has all requisite corporate power   
and authority to enter into this Agreement and to perform its obligations       
hereunder.  The execution, delivery and performance by Farnell of this Agreement
and the consummation by Farnell of the transactions contemplated hereby have    
been duly authorized by the board of directors of Farnell and, subject to any   
required approval of Farnell's shareholders, no other corporate action on the   
part of Farnell is necessary to authorize the execution, delivery or performance
by Farnell of this Agreement and the consummation by Farnell of the transactions
contemplated hereby.  This Agreement has been duly executed and delivered by    
Farnell and is a valid and binding Agreement of Farnell, enforceable against it 
in accordance with its terms, except as enforcement may be limited by           
bankruptcy, insolvency, moratorium or other similar laws relating to creditors' 
rights generally or by general equitable principles.                            

ARTICLE IV

 COVENANTS OF THE SHAREHOLDERS

Each Shareholder hereby covenants and agrees that:          

        SECTION 4.01.  NO PROXIES FOR OR ENCUMBRANCES ON SHAREHOLDER SHARES.
Except pursuant to the provisions of this Agreement, during the term of this    
Agreement, the Shareholder shall not, without the prior written consent of      
Farnell, directly or indirectly, and whether or not the Merger Agreement is in  
full force and effect, (a) grant any proxies or enter into any voting trust or  
other agreement or arrangement with respect to the voting of any Shareholder    
Shares or (b) sell, assign, transfer, encumber or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to,
the direct or indirect sale, assignment, transfer, encumbrance or other         
disposition of (each a "Transfer"), any Shareholder Shares, including any       
Transfer to the Company.  The Shareholder shall not seek or solicit any such    
sale, assignment, transfer, encumbrance or other disposition or any such        

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contract, option or other arrangement, assignment or understanding and agrees to
notify Farnell promptly and to provide all details requested by Farnell if the  
Shareholder shall be approached or solicited, directly or indirectly, by any    
person with respect to any of the foregoing.                                    

          SECTION 4.02.  NO SOLICITATION.  The Shareholder shall not, during the
term of this Agreement, directly or indirectly and whether or not the Merger    
Agreement is in full force and effect, (a) solicit, initiate or encourage (or   
authorize any person to solicit, initiate or encourage) any inquiry, proposal or
offer from any person to acquire any material part of the business, property or 
capital stock of the Company or any direct or indirect subsidiary thereof, or   
any acquisition of a substantial equity interest in, or a substantial amount of 
the assets of, the Company or any direct or indirect subsidiary thereof, whether
by merger, purchase of assets, tender offer or other transaction or (b) subject 
to the fiduciary duty of the Shareholder as a director of the Company or as a   
trustee of any trust which is a Shareholder under applicable law as advised by  
counsel, participate in any discussion or negotiations regarding, or furnish to 
any other person any information with respect to, or otherwise cooperate in any 
way with any effort or attempt by any other person to do or seek any of the     
foregoing.  The Shareholder shall promptly advise Farnell of the terms of any   
communications it may receive relating to any of the foregoing.                 

        SECTION 4.03.  EFFORTS.  Each Shareholder shall assist and cooperate
with Farnell in doing all things necessary, proper or advisable to consummate   
and make effective, in the most expeditious manner practicable, the Merger and  
any of the transactions contemplated by this Agreement, including (a) using     
reasonable best efforts to defend any lawsuits or other legal proceedings,      
whether judicial or administrative, challenging this Agreement or the           
consummation of the Merger or any of the transactions contemplated by this      
Agreement, including seeking to have any stay or temporary restraining order    
entered by any court or other governmental entity vacated or reversed, (b) using
best efforts to cause the execution and delivery of any additional instruments  
necessary to consummate the Merger and any of the transactions contemplated by  
this Agreement, including the agreements or certificates referred to in Section 
5.7 (provided that each Shareholder shall only be required to use its reasonable
best efforts to obtain such agreements and certificates from persons who are not
affiliates of such Shareholder) of the Merger Agreement, and to fully carry out 
the purposes of this Agreement, (c) using reasonable best efforts to take all   
actions necessary so                                                            

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that no state takeover statute or similar statute or regulation is or becomes   
applicable to the Merger or any of the transactions contemplated by this        
Agreement, and (d) if any state takeover statute or similar statute or          
regulation becomes applicable to the Merger, this Agreement or any other        
transaction contemplated by this Agreement, using reasonable best efforts to    
take (to the extent permitted by applicable law in the case of the obligations  
of any trustee) all action necessary so that the Merger and the transactions    
contemplated by this Agreement may be consummated as promptly as practicable on 
the terms contemplated by the Merger Agreement and this Agreement and otherwise 
to minimize the effect of such statute or regulation on the Merger and this     
Agreement and the transactions contemplated by this Agreement.                  

 ARTICLE V

 MISCELLANEOUS

SECTION 5.01.  EXPENSES.  All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost or
expense.                                                                        

   SECTION 5.02.  ADDITIONAL AGREEMENTS.  Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use all best 
efforts to take, or cause to be taken, all action and to do, or cause to be     
done, all things necessary, proper or advisable under applicable laws and       
regulations and which may be required under any agreements, contracts,          
commitments, instruments, understandings, arrangements or restrictions of any   
kind to which such party is a party or by which such party is governed or bound,
to consummate and make effective the transactions contemplated by this          
Agreement, and to use reasonable best efforts to obtain all necessary waivers,  
consents and approvals and effect all necessary registrations and filings,      
including, but not limited to, filings under the HSR Act, responses to requests 
for additional information related to such filings, and submission of           
information requested by governmental authorities, and to rectify any event or  
circumstances which could impede consummation of the transactions contemplated  
hereby.                                                                         

       SECTION 5.03.  SPECIFIC PERFORMANCE.  The parties hereto agree that
Farnell would be irreparably damaged if for any reason the Shareholders failed  
to perform any of their obligations under this Agreement, and that Farnell would
not have an adequate remedy at law for money damages in such event.             
Accordingly, Farnell shall be entitled to                                       

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specific performance and injunctive and other equitable relief to enforce the   
performance of this Agreement by the Shareholders.  This provision is without   
prejudice to any other rights that Farnell may have against the Shareholders for
any failure to perform their obligations under this Agreement.                  

       SECTION 5.04.  NOTICES.  All notices, requests, claims, demands and
other communications hereunder shall be deemed to have been duly given when     
delivered in person, by cable, telegram or telex, or by registered or certified 
mail (postage prepaid, return receipt requested) to such party at its address   
set forth on the signature page hereto.                                         

      SECTION 5.05.  AMENDMENTS; TERMINATION.  This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and       
delivery of a written agreement executed by the parties hereto.  This Agreement 
and the obligations of Shareholders hereunder shall terminate 15 months from the
date of this Agreement except that this Agreement shall terminate at such       
earlier date as the Merger Agreement terminates if such termination of the      
Merger Agreement occurs other than as a result of events referred to in Section 
10.4(b)(i), (ii) or (v) of the Merger Agreement.                                

  SECTION 5.06.  SUCCESSORS AND ASSIGNS.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto  
and their respective successors and assigns, PROVIDED that no party may assign, 
delegate or otherwise transfer any of its rights or obligations under this      
Agreement without the consent of the other parties hereto, except that Farnell  
may assign its rights and obligations to any affiliate of Farnell.              

       SECTION 5.07.  GOVERNING LAW.  This Agreement shall be construed in
accordance with and governed by the laws of the State of New York, without      
regard to the conflict of laws rules of such state.                             

      SECTION 5.08.  COUNTERPARTS; EFFECTIVENESS.  This Agreement may be
signed in any number of counterparts, each of which shall be an original, with  
the same effect as if the signatures thereto and hereto were upon the same      
instrument.  This Agreement shall become effective when each party hereto shall 
have received counterparts hereof signed by all of the other parties hereto.    

     SECTION 5.09.  CERTAIN EVENTS.  Each Shareholder agrees that this
Agreement and the obligations hereunder shall attach to its Shareholder Shares  
and shall be binding                                                            

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upon any person to which legal or beneficial ownership of such shares shall     
pass, whether by operation of law or otherwise.                                 

     SECTION 5.10.  SEVERABILITY.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,         
covenants and restrictions of this Agreement shall remain in full force and     
effect and shall in no way be affected, impaired or invalidated.                

     SECTION 5.11.  JURISDICTION.  Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement  
may be brought against any of the parties in the courts of the State of New     
York, or, if it has or can acquire jurisdiction, in the United States District  
Court for the Southern District of New York, and each of the parties hereby     
consents to the jurisdiction of such courts (and of the appropriate appellate   
courts) in any such action or proceeding and waives any obligation to venue laid
therein.  Process in any such action or proceeding may be served on any party   
anywhere in the world, whether within or without the State of New York.         

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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.                    

   Farnell Electronics PLC
Farnell House       
  Sandbeck Way, Wetherby
    West Yorkshire  LS22 4DH
England             

      By:_______________________
Name:               
Title:              

      __________________________
 Name:  Jack N. Mandel
             Address: c/o Parkwood Corporation
           P.O. Box 6609
                4500 Euclid Avenue
                    Cleveland, Ohio  44101

      __________________________
   Name:  Joseph C. Mandel
             Address: c/o Parkwood Corporation
           P.O. Box 6609
                4500 Euclid Avenue
                    Cleveland, Ohio  44101

      __________________________
   Name:  Morton L. Mandel
             Address: c/o Parkwood Corporation
           P.O. Box 6609
                4500 Euclid Avenue
                    Cleveland, Ohio  44101

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          Jack N. Mandel Revocable Trust
              c/o Parkwood Corporation
   P.O. Box 6609
        4500 Euclid Avenue
            Cleveland, Ohio  44101

      By:_______________________
    Name:   Joseph C. Mandel
Title:  Trustee     

      By:_______________________
    Name:   Morton L. Mandel
Title:  Trustee     

            Joseph C. Mandel Revocable Trust
              c/o Parkwood Corporation
   P.O. Box 6609
        4500 Euclid Avenue
            Cleveland, Ohio  44101

      By:_______________________
  Name:   Jack N. Mandel
Title:  Trustee     

      By:_______________________
    Name:   Morton L. Mandel
Title:  Trustee     

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            Morton L. Mandel Revocable Trust
              c/o Parkwood Corporation
   P.O. Box 6609
        4500 Euclid Avenue
            Cleveland, Ohio  44101

      By:_______________________
  Name:   Jack N. Mandel
Title:  Trustee     

      By:_______________________
    Name:   Joseph C. Mandel
Title:  Trustee     

           Florence Mandel Revocable Trust
              c/o Parkwood Corporation
   P.O. Box 6609
        4500 Euclid Avenue
            Cleveland, Ohio  44101

      By:_______________________
    Name:   Joseph C. Mandel
Title:  Trustee     

             Barbara A. Mandel Revocable Trust
              c/o Parkwood Corporation
   P.O. Box 6609
        4500 Euclid Avenue
            Cleveland, Ohio  44101

      By:_______________________
    Name:   Morton L. Mandel
Title:  Trustee     

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      The Jack and Lilyan Mandel
Foundation        
              c/o Parkwood Corporation
   P.O. Box 6609
        4500 Euclid Avenue
            Cleveland, Ohio  44101

      By:_______________________
  Name:   Jack N. Mandel
Title:  President   

          The Joseph and Florence Mandel
Foundation    
              c/o Parkwood Corporation
   P.O. Box 6609
        4500 Euclid Avenue
            Cleveland, Ohio  44101

      By:_______________________
    Name:   Joseph C. Mandel
Title:  President   

            Morton and Barbara Mandel Family
Foundation      
              c/o Parkwood Corporation
   P.O. Box 6609
        4500 Euclid Avenue
            Cleveland, Ohio  44101

      By:_______________________
    Name:   Morton L. Mandel
Title:  President   

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                                                                      SCHEDULE I
                                                                Voting Agreement

                      Shareholder                                 Shares
                      -----------                                 ------

Jack N. Mandel                                                          44,766  

Joseph C. Mandel                                                        84,000  

Morton L. Mandel                                                        39,000  

Jack N. Mandel Revocable Trust created by the Jack N. Mandel        11,114,270  
Revocable Trust Agreement, originally dated August 27, 1976,                    
as amended                                                                      

Joseph C. Mandel Revocable Trust created by the Joseph C.            8,370,719  
Mandel Revocable Trust Agreement, originally dated                              
September 27, 1976, as amended                                                  

Morton L. Mandel Revocable Trust created by the                     11,599,754  
Morton L. Mandel Revocable Trust Agreement,                                     
originally dated September 14, 1977, as amended                                 

Florence Mandel Revocable Trust created by the                       3,998,495  
Florence Mandel Revocable Trust Agreement,                                      
originally dated August 17, 1978, as amended                                    

Barbara A. Mandel Revocable Trust created by the                        64,642  
Barbara A. Mandel Revocable Trust Agreement,                                    
originally dated December 16, 1977, as amended                                  

The Jack N. and Lilyan Mandel Foundation,                            4,880,479  
including The Lilyan Mandel Fund of the Jack                                    
N. and Lilyan Mandel Foundation                                                 

The Joseph and Florence Mandel Foundation                            1,856,420  

Morton and Barbara Mandel Family Foundation                          2,422,541  

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/24/96							None on these Dates
For Period End:		1/23/96		1
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