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- Alternative Formats (Word, et al.)
- (a) Conversion
- (a) Conversion of Shares of DSO Common Stock
- (a) Corporate Action
- Actions Subsequent to the Merger
- (a) Exchange Agent
- Affiliates' Restrictions on Sale of Keystone Common Stock
- Appraisal Rights
- (a) SEC Reports
- Assumption of Options and Conversion of Warrants
- (a) Stock and Options
- Available Information
- (b) Conversion of Shares of DSO Preferred Stock
- (b) DEMI
- Bert E. Downing, Jr
- (b) Exchange Procedures
- (b) Financial Statements
- (b) No Conflict
- (b) No Other Commitments
- Breakup Fees
- (b) Registration
- (c) Adjustments for Capital Changes
- (c) Distributions with Respect to Unsurrendered Certificates
- Certain Business Relationships and Related Transactions
- Certain Federal Income Tax Matters
- Certain Information About Keystone
- (c) Governmental Consents
- Comparison of Rights of Stockholders of Keystone and DeSoto
- Conditions to the Merger
- Consolidated balance sheets
- Consolidated condensed balance sheets
- Consolidated condensed statements of cash flows
- Consolidated condensed statements of operations
- Consolidated statements of cash flows
- Consolidated statements of operations
- Consolidated statements of stockholders' equity
- (c) Warrants
- (d) Dissenting Shares
- Description of Keystone Capital Stock
- DeSoto
- Desoto Consolidated Financial Statements
- DeSoto Meeting
- DeSoto Pension Plan
- Dividends and Distributions
- (d) No Further Ownership Rights to DSO Stock
- (d) No Other Commitments
- (e) Conversion of KCI Sub Common Stock
- (e) Termination of Exchange Fund
- Experts
- Fixed Exchange Ratio
- (f) No Liability
- Form S-4
- General
- HSR Act
- Incorporation of Certain Documents by Reference
- Information About DeSoto
- Interests of Certain Persons in the Merger
- Inventories
- J. Walter Tucker, Jr
- Keystone
- Keystone Financing Arrangements
- Keystone Meeting
- Lack of Liquidity of Keystone Common Stock; Purchases by Simmons' Related Parties
- Legal Matters
- Legal Proceedings
- Liquidity and Capital Resources
- Management's Discussion and Analysis of Financial Condition and Results of Operations
- Merger and Related Transactions, The
- Merger of Pension Plans
- Notes to consolidated condensed financial statements
- Notes to consolidated financial statements
- Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
- Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
- Opinion of PaineWebber, Financial Advisor to Keystone
- Opinion of Salomon Brothers, Financial Advisor to DeSoto
- Opinions of Financial Advisors
- Paul M. Bass, Jr
- Pension Plan
- Preferred Stockholder Waiver and Consent Agreement
- Quarterly revenues and earnings data (1995 versus 1994)
- Reasons for the Merger
- Related Agreements; Interests of Certain Persons in Matters Acted Upon
- Related Agreements; Interests of Certain Persons in the Merger
- Reorganization Agreement, The
- Report of Independent Public Accountants
- Representations and Covenants
- Results of Operations
- Risk Factors
- Security Ownership of Certain Beneficial Owners
- Six months ended June 30, 1996
- Stockholder Proposals
- Stockholders Agreement
- Stock Ownership of Management and Others
- Sub
- Summary
- Table of Contents
- The Merger and Related Transactions
- The Reorganization Agreement
- Unaudited Pro Forma Condensed Consolidated Balance Sheet
- Unaudited Pro Forma Condensed Consolidated Statement of Operations
- Unaudited Pro Forma Consolidated Financial Information
- Voting Agreements
- Warrant Conversion Agreement
- William Spier
- 10. Survival of Representations, Warranties and Covenants
- 11.10 Construction of Agreement
- 11.11 No Joint Venture
- 11.12 Further Assurances
- 11.13 Absence of Third Party Beneficiary Rights
- 11.14 Public Announcement
- 11.15 Entire Agreement
- 11.1 Governing Law
- 11.2 Assignment; Binding Upon Successors and Assigns
- 11.3 Severability
- 11.4 Counterparts
- 11.5 Other Remedies
- 11.6 Amendment and Waivers
- 11.7 Expenses
- 11.8 Attorney's Fees
- 11.9 Notices
- 11. Miscellaneous
- 1.1 The Merger
- 1.2 Fractional Shares
- 1.3 DSO Options
- 1.4 Effects of the Merger
- 1.5 Registration on Form S-4
- 1994
- 1995
- 1. Plan of Reorganization
- 2.10 Absence of Undisclosed Liabilities
- 2.11 Absence of Certain Changes or Events
- 2.12 No Default
- 2.13 Certain Agreements
- 2.14 Taxes
- 2.15 Intellectual Property
- 2.16 Fees and Expenses
- 2.17 Environmental Matters
- 2.18 Interested Party Transactions
- 2.19 Contracts
- 2.1 Organization; Good Standing; Qualification and Power
- 2.20 Title to Properties
- 2.21 Insurance
- 2.22 Board Approval
- 2.23 Vote Required
- 2.24 Disclosure
- 2.25 Fairness Opinion
- 2.26 Restrictions on Business Activities
- 2.27 DSO Rights Agreement
- 2.28 Propriety of Past Payments
- 2.2 Capital Structure
- 2.3 Authority
- 2.4 SEC Documents
- 2.5 Information Supplied
- 2.6 Compliance with Applicable Law
- 2.7 Litigation and Legal Matters
- 2.8 ERISA and Other Compliance
- 2.9 Labor Matters
- 2. Representations and Warranties of Dso
- 3.10 Absence of Undisclosed Liabilities
- 3.11 Absence of Certain Changes or Events
- 3.12 No Default
- 3.13 Certain Agreements
- 3.14 Taxes
- 3.15 Intellectual Property
- 3.16 Fees and Expenses
- 3.17 Environmental Matters
- 3.18 Interested Party Transactions
- 3.19 Contracts
- 3.1 Organization; Good Standing; Qualification and Power
- 3.20 Title to Properties
- 3.21 Insurance
- 3.22 Board Approval
- 3.23 Vote Required
- 3.24 Disclosure
- 3.25 Fairness Opinion
- 3.26 Restrictions on Business Activities
- 3.27 Propriety of Past Payments
- 3.2 Capital Structure
- 3.3 Authority
- 3.4 SEC Documents
- 3.5 Information Supplied
- 3.6 Compliance with Applicable Law
- 3.7 Litigation and Legal Matters
- 3.8 ERISA and Other Compliance
- 3.9 Labor Matters
- 3. Representations and Warranties of Kci
- 4.10 No Other Negotiations
- 4.1 Advice of Changes
- 4.2 Maintenance of Business
- 4.3 Conduct of Business
- 4.4 Stockholder Approval
- 4.5 Prospectus/Proxy Statement
- 4.6 Regulatory Approvals
- 4.7 Necessary Consents
- 4.8 Access to Information
- 4.9 Satisfaction of Conditions Precedent
- 4. Dso Covenants
- 5.10 Listing
- 5.11 Nomination of Directors
- 5.12 Executive Committee
- 5.13 Director and Officer Indemnification
- 5.14 DSO Trade Debt
- 5.1 Advice of Changes
- 5.2 Maintenance of Business
- 5.3 Conduct of Business
- 5.4 Stockholder Approval
- 5.5 Prospectus/Proxy Statement
- 5.6 Regulatory Approvals
- 5.7 Necessary Consents
- 5.8 Access to Information
- 5.9 Satisfaction of Conditions Precedent
- 5. Kci Covenants
- 6.1 The Closing
- 6.2 Exchange of Certificates
- 6.3 Assumption of Options
- 6. Closing Matters
- 7.10 No Legal Action
- 7.11 Election of DSO Designees to Board of Directors of KCI
- 7.12 Tax Opinions
- 7.13 Legal Opinion
- 7.14 Listing
- 7.15 Pbgc
- 7.16 Financing
- 7.17 Fairness Opinion
- 7.1 Accuracy of Representations and Warranties
- 7.2 Covenants
- 7.3 Absence of Material Adverse Change
- 7.4 Compliance with Law
- 7.5 Government Consents
- 7.6 The Form S-4
- 7.7 Documents
- 7.8 Stockholder Approval
- 7.9 KCI Approval
- 7. Conditions Precedent to Obligations of Dso
- 8.10 No Legal Action
- 8.11 Tax Opinions
- 8.12 Legal Opinion
- 8.13 Agreement of Warrantholders
- 8.14 Financing
- 8.15 Amendment of DSO Retirement Plan
- 8.16 No Pending Termination
- 8.17 Pbgc
- 8.18 Approval of Change of Control
- 8.19 Preferred Stockholders Consents
- 8.1 Accuracy of Representations and Warranties
- 8.20 Prescott Obligation
- 8.21 Fairness Opinion
- 8.22 Lender Consent
- 8.23 Trade Creditor Agreement
- 8.24 Merger of Pension Plans
- 8.2 Covenants
- 8.3 Absence of Material Adverse Change
- 8.4 Compliance with Law
- 8.5 Government Consents
- 8.6 Form S-4
- 8.7 Documents
- 8.8 Stockholder Approval
- 8.9 DSO Approval
- 8. Conditions Precedent to Obligations of Kci
- 9.1 Termination
- 9.2 Notice of Termination
- 9.3 Effect of Termination
- 9.4 Breakup Fee
- 9. Termination of Agreement; Break Up Fees
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1 | 1st Page - Filing Submission
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" | Form S-4
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2 | William Spier
|
5 | Table of Contents
|
" | Available Information
|
6 | Incorporation of Certain Documents by Reference
|
8 | Summary
|
" | Keystone
|
" | DeSoto
|
" | Sub
|
" | Keystone Meeting
|
" | DeSoto Meeting
|
10 | Reasons for the Merger
|
" | Opinions of Financial Advisors
|
11 | The Merger and Related Transactions
|
12 | Merger of Pension Plans
|
" | Voting Agreements
|
" | Related Agreements; Interests of Certain Persons in the Merger
|
13 | Representations and Covenants
|
14 | Conditions to the Merger
|
" | Keystone Financing Arrangements
|
15 | Breakup Fees
|
16 | Appraisal Rights
|
24 | Risk Factors
|
" | Interests of Certain Persons in the Merger
|
26 | Fixed Exchange Ratio
|
27 | Lack of Liquidity of Keystone Common Stock; Purchases by Simmons' Related Parties
|
31 | General
|
32 | Assumption of Options and Conversion of Warrants
|
" | Actions Subsequent to the Merger
|
38 | Opinion of PaineWebber, Financial Advisor to Keystone
|
41 | Opinion of Salomon Brothers, Financial Advisor to DeSoto
|
45 | The Reorganization Agreement
|
46 | HSR Act
|
47 | Related Agreements; Interests of Certain Persons in Matters Acted Upon
|
" | Warrant Conversion Agreement
|
" | Preferred Stockholder Waiver and Consent Agreement
|
" | Stockholders Agreement
|
50 | Certain Federal Income Tax Matters
|
51 | Affiliates' Restrictions on Sale of Keystone Common Stock
|
53 | Description of Keystone Capital Stock
|
54 | Information About DeSoto
|
55 | Legal Proceedings
|
57 | Management's Discussion and Analysis of Financial Condition and Results of Operations
|
" | Liquidity and Capital Resources
|
59 | Results of Operations
|
62 | Stock Ownership of Management and Others
|
66 | DeSoto Pension Plan
|
67 | Certain Information About Keystone
|
" | J. Walter Tucker, Jr
|
" | Paul M. Bass, Jr
|
68 | Bert E. Downing, Jr
|
" | Certain Business Relationships and Related Transactions
|
71 | Security Ownership of Certain Beneficial Owners
|
74 | Pension Plan
|
75 | Comparison of Rights of Stockholders of Keystone and DeSoto
|
" | Dividends and Distributions
|
80 | Experts
|
" | Legal Matters
|
" | Stockholder Proposals
|
81 | Unaudited Pro Forma Consolidated Financial Information
|
83 | Unaudited Pro Forma Condensed Consolidated Balance Sheet
|
84 | Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
|
86 | Unaudited Pro Forma Condensed Consolidated Statement of Operations
|
88 | Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
|
92 | Desoto Consolidated Financial Statements
|
" | Six months ended June 30, 1996
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93 | Report of Independent Public Accountants
|
94 | Consolidated statements of operations
|
95 | Consolidated statements of stockholders' equity
|
96 | Consolidated balance sheets
|
97 | Consolidated statements of cash flows
|
98 | Notes to consolidated financial statements
|
" | Inventories
|
112 | Quarterly revenues and earnings data (1995 versus 1994)
|
" | 1995
|
" | 1994
|
113 | Consolidated condensed statements of operations
|
114 | Consolidated condensed balance sheets
|
115 | Consolidated condensed statements of cash flows
|
116 | Notes to consolidated condensed financial statements
|
123 | 1. Plan of Reorganization
|
" | 1.1 The Merger
|
" | (a) Conversion of Shares of DSO Common Stock
|
" | (b) Conversion of Shares of DSO Preferred Stock
|
124 | (c) Adjustments for Capital Changes
|
" | (d) Dissenting Shares
|
" | (e) Conversion of KCI Sub Common Stock
|
" | 1.2 Fractional Shares
|
" | 1.3 DSO Options
|
" | (a) Conversion
|
125 | (b) Registration
|
" | 1.4 Effects of the Merger
|
" | 1.5 Registration on Form S-4
|
" | 2. Representations and Warranties of Dso
|
126 | 2.1 Organization; Good Standing; Qualification and Power
|
" | 2.2 Capital Structure
|
" | (a) Stock and Options
|
" | (b) DEMI
|
" | (c) Warrants
|
" | (d) No Other Commitments
|
127 | 2.3 Authority
|
" | (a) Corporate Action
|
" | (b) No Conflict
|
" | (c) Governmental Consents
|
128 | 2.4 SEC Documents
|
" | (a) SEC Reports
|
" | (b) Financial Statements
|
" | 2.5 Information Supplied
|
" | 2.6 Compliance with Applicable Law
|
129 | 2.7 Litigation and Legal Matters
|
" | 2.8 ERISA and Other Compliance
|
131 | 2.9 Labor Matters
|
132 | 2.10 Absence of Undisclosed Liabilities
|
" | 2.11 Absence of Certain Changes or Events
|
133 | 2.12 No Default
|
" | 2.13 Certain Agreements
|
" | 2.14 Taxes
|
134 | 2.15 Intellectual Property
|
" | 2.16 Fees and Expenses
|
135 | 2.17 Environmental Matters
|
136 | 2.18 Interested Party Transactions
|
" | 2.19 Contracts
|
137 | 2.20 Title to Properties
|
" | 2.21 Insurance
|
" | 2.22 Board Approval
|
" | 2.23 Vote Required
|
" | 2.24 Disclosure
|
138 | 2.25 Fairness Opinion
|
" | 2.26 Restrictions on Business Activities
|
" | 2.27 DSO Rights Agreement
|
" | 2.28 Propriety of Past Payments
|
" | 3. Representations and Warranties of Kci
|
" | 3.1 Organization; Good Standing; Qualification and Power
|
" | 3.2 Capital Structure
|
139 | (b) No Other Commitments
|
" | 3.3 Authority
|
140 | 3.4 SEC Documents
|
" | 3.5 Information Supplied
|
141 | 3.6 Compliance with Applicable Law
|
" | 3.7 Litigation and Legal Matters
|
" | 3.8 ERISA and Other Compliance
|
143 | 3.9 Labor Matters
|
144 | 3.10 Absence of Undisclosed Liabilities
|
" | 3.11 Absence of Certain Changes or Events
|
145 | 3.12 No Default
|
" | 3.13 Certain Agreements
|
" | 3.14 Taxes
|
146 | 3.15 Intellectual Property
|
" | 3.16 Fees and Expenses
|
" | 3.17 Environmental Matters
|
147 | 3.18 Interested Party Transactions
|
" | 3.19 Contracts
|
148 | 3.20 Title to Properties
|
" | 3.21 Insurance
|
" | 3.22 Board Approval
|
" | 3.23 Vote Required
|
" | 3.24 Disclosure
|
149 | 3.25 Fairness Opinion
|
" | 3.26 Restrictions on Business Activities
|
" | 3.27 Propriety of Past Payments
|
" | 4. Dso Covenants
|
" | 4.1 Advice of Changes
|
" | 4.2 Maintenance of Business
|
" | 4.3 Conduct of Business
|
151 | 4.4 Stockholder Approval
|
" | 4.5 Prospectus/Proxy Statement
|
" | 4.6 Regulatory Approvals
|
" | 4.7 Necessary Consents
|
" | 4.8 Access to Information
|
152 | 4.9 Satisfaction of Conditions Precedent
|
" | 4.10 No Other Negotiations
|
153 | 5. Kci Covenants
|
" | 5.1 Advice of Changes
|
" | 5.2 Maintenance of Business
|
" | 5.3 Conduct of Business
|
155 | 5.4 Stockholder Approval
|
" | 5.5 Prospectus/Proxy Statement
|
" | 5.6 Regulatory Approvals
|
" | 5.7 Necessary Consents
|
" | 5.8 Access to Information
|
" | 5.9 Satisfaction of Conditions Precedent
|
" | 5.10 Listing
|
" | 5.11 Nomination of Directors
|
156 | 5.12 Executive Committee
|
" | 5.13 Director and Officer Indemnification
|
" | 5.14 DSO Trade Debt
|
" | 6. Closing Matters
|
" | 6.1 The Closing
|
" | 6.2 Exchange of Certificates
|
" | (a) Exchange Agent
|
157 | (b) Exchange Procedures
|
" | (c) Distributions with Respect to Unsurrendered Certificates
|
" | (d) No Further Ownership Rights to DSO Stock
|
158 | (e) Termination of Exchange Fund
|
" | (f) No Liability
|
" | 6.3 Assumption of Options
|
" | 7. Conditions Precedent to Obligations of Dso
|
" | 7.1 Accuracy of Representations and Warranties
|
" | 7.2 Covenants
|
" | 7.3 Absence of Material Adverse Change
|
" | 7.4 Compliance with Law
|
" | 7.5 Government Consents
|
" | 7.6 The Form S-4
|
" | 7.7 Documents
|
159 | 7.8 Stockholder Approval
|
" | 7.9 KCI Approval
|
" | 7.10 No Legal Action
|
" | 7.11 Election of DSO Designees to Board of Directors of KCI
|
" | 7.12 Tax Opinions
|
" | 7.13 Legal Opinion
|
" | 7.14 Listing
|
" | 7.15 Pbgc
|
" | 7.16 Financing
|
" | 7.17 Fairness Opinion
|
" | 8. Conditions Precedent to Obligations of Kci
|
" | 8.1 Accuracy of Representations and Warranties
|
160 | 8.2 Covenants
|
" | 8.3 Absence of Material Adverse Change
|
" | 8.4 Compliance with Law
|
" | 8.5 Government Consents
|
" | 8.6 Form S-4
|
" | 8.7 Documents
|
" | 8.8 Stockholder Approval
|
" | 8.9 DSO Approval
|
" | 8.10 No Legal Action
|
" | 8.11 Tax Opinions
|
161 | 8.12 Legal Opinion
|
" | 8.13 Agreement of Warrantholders
|
" | 8.14 Financing
|
" | 8.15 Amendment of DSO Retirement Plan
|
" | 8.16 No Pending Termination
|
" | 8.17 Pbgc
|
" | 8.18 Approval of Change of Control
|
" | 8.19 Preferred Stockholders Consents
|
" | 8.20 Prescott Obligation
|
" | 8.21 Fairness Opinion
|
" | 8.22 Lender Consent
|
" | 8.23 Trade Creditor Agreement
|
" | 8.24 Merger of Pension Plans
|
" | 9. Termination of Agreement; Break Up Fees
|
" | 9.1 Termination
|
162 | 9.2 Notice of Termination
|
" | 9.3 Effect of Termination
|
" | 9.4 Breakup Fee
|
163 | 10. Survival of Representations, Warranties and Covenants
|
" | 11. Miscellaneous
|
" | 11.1 Governing Law
|
" | 11.2 Assignment; Binding Upon Successors and Assigns
|
" | 11.3 Severability
|
" | 11.4 Counterparts
|
" | 11.5 Other Remedies
|
" | 11.6 Amendment and Waivers
|
" | 11.7 Expenses
|
164 | 11.8 Attorney's Fees
|
" | 11.9 Notices
|
" | 11.10 Construction of Agreement
|
" | 11.11 No Joint Venture
|
165 | 11.12 Further Assurances
|
" | 11.13 Absence of Third Party Beneficiary Rights
|
" | 11.14 Public Announcement
|
" | 11.15 Entire Agreement
|