General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Brown & Sharpe Manufacturing Company 12 42K
2: EX-1 Underwriting Agreement 1 7K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 75 242K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 30 114K
5: EX-4 Instrument Defining the Rights of Security Holders 3 11K
6: EX-5 Opinion re: Legality 11 39K
7: EX-6 Opinion re: Discount on Capital Shares 10 34K
EX-4 — Instrument Defining the Rights of Security Holders
| EX-4 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 4
Henry D. Sharpe, Jr.
Box 456
North Kingstown, RI 02852
September 28, 1994
Finmeccanica S.p.A.
viale Maresciallo Pilsudski, 92
00197 Rome
ITALY
Re: Voting of Shares in Brown &
Sharpe Manufacturing Company
------------------------------
Gentlemen:
It is my understanding that under a certain Shareholders
Agreement proposed to be entered into by Finmeccanica SpA
("Finmeccanica") with Brown & Sharpe Manufacturing Company (the
"Company") in connection with its acquisition of 3,450,000
shares of Class A Common Stock of the Company pursuant to a
certain Acquisition Agreement dated as of June 10, 1994, as
amended by an Amendment No. 1 to Acquisition Agreement (the
"Acquisition Agreement"), inter alia, the Board of Directors of
----- ----
the Company shall be increased from seven (7) to ten (10)
members to permit the election to the Board of Directors of
three (3) nominees designated by Finmeccanica ("Finmeccanica
Nominees"); that the Company shall, as soon as reasonably
practicable after the closing of the Acquisition Agreement,
convene a special meeting (the "Meeting") of its shareholders
to consider and vote upon the approval of this increase of the
number of directors of the Company and the election to the
Board of Directors of the Company of the three Finmeccanica
Nominees that Finmeccanica will notify to the Company; that the
Board of Directors of the Company shall nominate one
Finmeccanica Nominee per class to the classes of Directors with
terms expiring in 1995, 1996 and 1997; and that so long as
Finmeccanica owns at least 1,250,000 shares of the Company's
Class A Common Stock (as adjusted for any shares issued
pursuant to a stock split, stock dividend, recapitalization,
reorganization or similar corporate event), Finmeccanica will
be entitled to be represented on the Executive Committee of the
Board of Directors of the Company by one Finmeccanica Nominee
(if the Executive Committee is composed of four directors) or
two Finmeccanica Nominees (if the Executive Committee is
composed of five directors).
September 28, 1994
Page 2
In order to induce Finmeccanica to enter into the
Shareholders Agreement, I hereby covenant and agree that at the
Meeting and any subsequent meeting of the shareholders of the
Company at which Directors are to be elected in respect of
which the Company's Board of Directors has nominated one or
more Finmeccanica Nominees for election, I shall vote or cause
to be voted any and all shares of Class A Common stock and
Class B Common Stock as to which I may have beneficial
ownership and sole voting power (which amounts at today's date
are set forth in Exhibit A to this letter) in favor of the
election of each such Finmeccanica Nominee.
Sincerely yours,
/s/ Henry D. Sharpe, Jr.
Henry D. Sharpe, Jr.
Accepted and agreed:
FINMECCANICA S.p.A.
By: /s/ Paolo Caron
-------------------
Attachment - Exhibit A
Schedule A
SHARPE FAMILY HOLDINGS
C/O FIDUCIARY TRUST COMPANY INTERNATIONAL
-----------------------------------------
Class A Class B FTCO
Stock Stock Registration
----- ----- ------------
Henry D. Sharpe, Jr. 308,570 102,856 *See Detail
Revocable Trust (sole) Below
Peggy B. Sharpe (sole) 3,423 1,141 Dengel & Co.
Sharpe Family Fdn. (HDS shares 120 40 Dengel & Co.
voting power)
Henry D. Sharpe, III (sole) 55,145 18,381 Dengel & Co.
Douglas B. Sharpe (sole) 54,724 18,241 Dengel & Co.
Sarah A. Sharpe (sole) 54,784 18,261 Dengel & Co.
------- -------
Total: 476,766 158,920
*HDS Revocable Trust Detail
--------------------------
Class A Shares: Dengel & Co. 90,988
HDS c/o FTCO 217,582
-------
Total Class A: 308,570
Class B Shares: Dengel & Co. 30,329
HDS c/o FTCO 72,527
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Total Class B: 102,856
Dates Referenced Herein and Documents Incorporated by Reference
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