Amendment to Tender-Offer Statement — Going-Private Transaction — Schedule 13E-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13E3/A Going Private Transaction by Certain Issuers 37 137K
2: EX-99 Bd. Members & Executive Officers 5 35K
3: EX-99.1 Letter From Rosebud Holding LLC 2± 9K
4: EX-99.2 Letter Agreement of Lawrence Seidman 1 7K
5: EX-99.3 Form of Agreement With Affiliated Stockholders 1 6K
6: EX-99.4 Delaware General Corporation Law - Section 262 6± 23K
EX-99 — Bd. Members & Executive Officers
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Exhibit 99 SCHEDULE I
MEMBERS OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF
THE FILING PERSONS
MENLO HOLDING, INC.
Directors and Executive Officers.
The name, business address, position with Menlo Holding,
Inc., present principal occupation or employment and
five-year employment history of the directors and executive
officers of Menlo Holding, Inc., together with the names,
principal businesses and addresses of any corporations or
other organizations in which such principal occupation is
conducted, are set forth below. Each of the directors and
executive officers of Menlo Holding, Inc. is a United States
citizen. To the knowledge of the Filing Persons, no director
or executive officer of Menlo Holding, Inc. has been
convicted in a criminal proceeding during the last five
years (excluding traffic violations or similar misdemeanors)
and no director or executive officer of Menlo Holding, Inc.
has been a party to any judicial or administrative
proceeding during the last five years (except for any
matters that were dismissed without sanction or settlement)
that resulted in a judgment, decree or final order enjoining
him from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding
of any violation of federal or state securities laws.
NAME AND ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
AND FIVE-YEAR EMPLOYMENT HISTORY
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Richard S. Greenberg, Ph.D.
100 Misty Lane
Parsippany, New Jersey 07054
Richard S. Greenberg, Ph.D., is the Chairman and Chief
Executive Officer of MAC (since March 10, 1999) and of
Parent (since its inception during 2001). He has served as a
director of MAC since March 10, 1999 and as a director of
Parent since its inception in 2001. Dr. Greenberg founded
the predecessor of EWMA LLC in 1987 and has served as the
chief executive officers of these entities and MAC since
their respective dates of formation. Dr. Greenberg has had
considerable experience in the environmental and chemical
industries, including as a research chemist with E.I. DuPont
De Nemours and Company, from 1983 to 1986.
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George Greenberg
100 Misty Lane
Parsippany, New Jersey 07054
See Rosebud Holding LLC
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Frank Russomanno
100 Misty Lane
Parsippany, New Jersey 07054
Frank Russomanno has been the Chief Financial Officer of
MAC since March 1999 and the Chief Financial Officer of
Parent since its inception in 2001. He has also served as an
executive officer of EWMA LLC and IAL LLC since 1999. Mr.
Russomanno has over 20 years experience in the accounting
and financial fields, having previously held varying
positions with Arthur Andersen (1980 to 1984),
Warner-Lambert (1984 to 1988) and Olivetti (1988 to 1990).
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Stock Ownership.
To the knowledge of the Filing Persons, Parent currently does not own
any Shares (or rights to acquire Shares) of the Company. To the
knowledge of the Filing Persons, the executive officers and directors
of Parent beneficially owned the following number of Shares as of
September 30, 2001:
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Richard S. Greenberg 4,346,000 (1)
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George Greenberg 30,500 (2)
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Frank Russomanno 5,000 (3)
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(1) Includes 4,191,000 Shares beneficially owned by Rosebud and 5,000 Shares
owned directly by Mr. Greenberg. Also includes 50% of the 300,000 Shares
beneficially owned by In-Situ Oxidative Technologies, Inc., a company in
which Richard S. Greenberg holds a 50% beneficial ownership interest.
Such 5,000 Shares and 300,000 Shares are among the 717,297 Shares to be
purchased by MAC prior to January 18, 2002.
(2) Such 30,500 Shares are among the 717,297 Shares to be purchased by MAC
prior to January 18, 2002.
(3) Of these Shares, 3,000 Shares are among the 717,297 Shares to be
purchased by MAC prior to January 18, 2002. Such 5,000 Shares include
2,000 Shares which Mr. Russomanno has the right to acquire upon the
exercise of options within 60 days of September 30, 2001.
ROSEBUD HOLDING, LLC
Directors and Executive Officers.
Rosebud Holding is managed by George Greenberg. Mr.
Greenberg, the father of Richard S. Greenberg, has been an
employee of MAC, and the Secretary and a director of
MAC, since March 1999. He has been an officer of EWMA LLC
or its predecessors since their formation in 1987, serving
from 1987 to 1996 as manager of the transportation and
disposal department and, from 1997 to the present, heading
up its day-to-day internal Quality Control/Quality Assurance
operations. In addition, he is responsible for procurement
of equipment, materials and supplies. George Greenberg's
principal business address is 100 Misty Lane, Parsippany,
New Jersey 07054. To the knowledge of the Filing Persons,
George Greenberg has not been convicted in a criminal
proceeding during the last five years (excluding traffic
violations or similar misdemeanors) and was not a party to
any judicial or administrative proceeding during the last
five years (except for any matters that were dismissed
without sanction or settlement) that resulted in a judgment,
decree or final order enjoining him from future violations
of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or
state securities laws.
Stock Ownership.
Rosebud beneficially owns 4,191,000 Shares, or 79.6% of the
total outstanding Shares. To the knowledge of the Filing
Persons, George Greenberg does not beneficially own any
Shares (or rights to acquire Shares), except to the extent
that he may be deemed to beneficially own Shares
beneficially owned by Rosebud Holding, LLC or as disclosed
above under Menlo Holding, Inc.
THE EPIC TRUST
Directors and Executive Officers.
The trustee of The Epic Trust is the Alaska Trust Company,
an Alaskan trust company having its business address at
Resolution Plaza, 1029 W. Third Avenue, Suite 601,
Anchorage, Alaska 99501-1981 (attention:Brandon J. Cintula).
To the knowledge of the Filing Persons, Alaska Trust Company
has not been convicted in a criminal proceeding during the
last five years (excluding misdemeanors similar to traffic
violations) and has not been a party to any judicial or
administrative proceeding during the last five years (except
for any matters that were dismissed without sanction or
settlement) that resulted in a judgment, decree or final
order enjoining the Alaska Trust Company from future
violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of
federal or state securities laws.
Stock Ownership.
To the knowledge of the Filing Persons, neither The Epic
Trust nor its trustee beneficially owns any Shares (or
rights to acquire Shares), except to the extent any such
person may be deemed to beneficially own Shares beneficially
owned by Rosebud Holding LLC.
MENLO ACQUISITION CORPORATION
Directors and Executive Officers.
The name, business address, position with Menlo Acquisition
Corporation, present principal occupation or employment and
five-year employment history of the directors and executive
officers of Menlo Acquisition Corporation, together with the
names, principal businesses and addresses of any
corporations or other organizations in which such principal
occupation is conducted, are set forth below. Except as
otherwise indicated, each occupation set forth refers to
Menlo Acquisition Corporation. Each of the directors and
executive officers of Menlo Acquisition Corporation. is a
United States citizen. To the knowledge of the Filing
Persons, no director or executive officer of Menlo
Acquisition Corporation has been convicted in a criminal
proceeding during the last five years (excluding traffic
violations or similar misdemeanors) and no director or
executive officer of Menlo Acquisition Corporation has been
a party to any judicial or administrative proceeding during
the last five years (except for any matters that were
dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining him from future
violations of, or prohibiting activities subject to, federal
or state securities laws, or a finding of any violation of
federal or state securities laws.
NAME AND ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
AND FIVE-YEAR EMPLOYMENT HISTORY
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Richard S. Greenberg, Ph.D See Menlo Holding, Inc.
100 Misty Lane
Parsippany, New Jersey 07054
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Lawrence B. Seidman
100 Misty Lane
Parsippany, New Jersey 07054
Lawrence B. Seidman has been the President, General Counsel
and a Director of MAC since March 1999. He has been an
executive officer of EWMA LLC since January 1999.
Previously, Mr. Seidman served as a consultant to EWMA LLC
and IAL LLC and their predecessors on financial and legal
matters since 1991. Since 1994, he has been the manager and
president of the corporate general partner for several
limited liability companies and limited partnerships that
buy and sell publicly traded bank and thrift stocks. He is
on the Board of Directors of First Federal Savings and Loan
of East Hartford and Ambanc Holding Company, Inc.
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Frank Russomanno See Menlo Holding, Inc.
100 Misty Lane
Parsippany, New Jersey 07054
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George Greenberg See Rosebud Holding, LLC
100 Misty Lane
Parsippany, New Jersey
07054
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Daniel Lehrhoff
100 Misty Lane
Parsippany, New Jersey 07054
Daniel Lehrhoff is a Director and Chairman of the Audit
Committee of MAC. He has served as a Director since
November 9, 2000. Mr. Lehrhoff is the President of I.
Lehrhoff & Company, an appliance distribution business that
has been in existence since 1918. Additionally, he is the
President of Sterling Import-Export, Inc., an importer and
distributor of Table Top related products, and Chief
Executive Officer of Integrated Premium Concepts, Inc., a
company that designs, implements and fulfills programs for
employee and customer incentives.
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Dennis Pollack
100 Misty Lane
Parsippany, New Jersey 07054
Dennis Pollack is a Director and Member of the Audit
Committee of MAC. He has served as a Director since
November 9, 2000. Mr. Pollack has been the Managing Director
of Pegasus Funding Group (Newton Square, PA.) since December
of 1996. He is also currently acting as a consultant to the
Valley National Bank of Wayne, New Jersey and the
Connecticut Bank of Commerce. Over the years, Mr. Pollack
has served in various positions from President and Chief
Executive Officer to member of the board of directors of
several corporations, banks and community organizations.
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Michael H. Leftin, Ph.D.
100 Misty Lane
Parsippany, New Jersey 07054
Michael H. Leftin, Ph.D. is an executive officer of IAL LLC.
He has served as Laboratory Director of IAL LLC and its
predecessors since 1988. Dr. Leftin has over 20 years
experience in the chemical research and analytical fields,
having previously held a senior research position with Rohm
and Haas.
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Kevin D. Orabone
100 Misty Lane
Parsippany, New Jersey 07054
Kevin D. Orabone is an executive officer of EWMA LLC. He has
served as Vice-President of EWMA LLC and its predecessors
since 1998. He has been employed by EWMA LLC and its
predecessors since 1989. In his current capacity, Mr.
Orabone is responsible for the management of EWMA's entire
technical staff. Previously, he served in various positions
of increasing responsibility for the company. Mr. Orabone is
a Licensed Professional Geologist in the state of Indiana, a
Professional Geologist in the commonwealth of Pennsylvania
and a Certified Professional Geologist with the American
Institute of Professional Geologists.
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Stock Ownership.
To the knowledge of the Filing Persons, the executive officers and
directors of Menlo Acquisition Corporation beneficially owned the
following number of Shares as of September 30, 2001:
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Richard S. Greenberg See Menlo Holding, Inc.
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Lawrence S. Seidman 499,000 (1)
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Frank Russomanno See Menlo Holding, Inc.
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George Greenberg See Rosebud Holding, LLC
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Daniel Lehrhoff 1,000 (2)
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Dennis Pollack 1,000 (2)
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Michael H. Leftin, Ph.D. 6,000 (2)
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Kevin D. Orabone 23,497 (2)(3)
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(1) Lawrence B. Seidman owns 83,166 Shares directly. His two
adult daughters each own 83,167 Shares. Mr. Seidman disclaims any
beneficial interest in these Shares. In addition, Mr. Seidman,
pursuant to a written agreement with Richard S. Greenberg, Ph.D.,
dated June 11, 1998, received, on or about March 10, 1999, 249,500
Shares of the Company's stock subject to forfeiture if Mr. Seidman
terminates his employment with the Company on or before March 10,
2004. On each subsequent annual anniversary date, 20% of these 249,500
Shares are released from the terms and conditions of the written
agreement in which they are subject to forfeiture. As of September 30,
2001, 99,800 Shares are no longer subject to forfeiture. Mr. Seidman
has agreed to forfeit the remaining 149,700 Shares immediately prior
to the effective date of the Merger. The 83,167 Shares owned directly
by Mr. Seidman, the 166,334 Shares owned by Mr. Seidman's daughters
and the 99,800 Shares no longer subject to forfeiture are among the
717,297 Shares to be purchased by MAC prior to January 18, 2002.
(2) The 1,000 Shares owned by Mr. Lehrhoff, the 1,000 Shares
owned by Mr. Pollack, the 6,000 Shares owned by Dr. Leftin and 21,497
of the 23,497 Shares beneficially owned by Kevin Orabone are among the
717,297 Shares to be purchased by MAC prior to January 18, 2002.
(3) Such 23,497 Shares include 2,000 Shares which Mr. Orabone has
the right to acquire upon the exercise of options within 60 days of
September 30, 2001.
Dates Referenced Herein and Documents Incorporated by Reference
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