General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 16 65K
2: EX-99.1 Joint Filing Agreement 1 6K
3: EX-99.2 November 15, 1996 Agreement 3 11K
4: EX-99.3 Noember 15, 1996 Agreement Re: Onex Underwriters 3 11K
5: EX-99.4 Amended & Restated Director Shareholders Agreement 14 52K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PROSOURCE, INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
743479 10 7
(CUSIP Number)
ONEX CORPORATION
CANADA TRUST TOWER
161 BAY STREET - 49TH FLOOR
TORONTO, ONTARIO M5J 2S1 CANADA
ATTENTION: EWOUT R. HEERSINK
(416) 362-7711
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPIES TO:
JOEL I. GREENBERG, ESQ.
KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP
425 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 836-8000
NOVEMBER 15, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Page 1 of 37 pages.
Exhibit Index on page 16.
SCHEDULE 13D
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CUSIP No. 743479 10 7 Page 2 of 37 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Onex DHC LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
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7 SOLE VOTING POWER
NUMBER OF
- 0 -
SHARES -------------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 5,072,000 shares of Class A Common Stock, including [i] 500,000 shares of Class A Common Stock
acquired on November 15, 1996, requiring filing of this Statement (the "Class A Shares"), and (ii) 4,572,000
OWNED BY shares of Class A Common Stock issuable upon conversion of Class B Common Stock of the Issuer; each share
of Class B Common Stock is presently convertible into a share of Class A Common Stock.
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
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PERSON 10 SHARED DISPOSITIVE POWER
5,072,000 shares of Class A Common Stock, including [i] the 500,000 Class A Shares, and [ii] 4,572,000
WITH shares of Class A Common Stock issuable upon conversion of Class B Common Stock of the Issuer; each
share of Class B Common Stock is presently convertible into a share of Class A Common Stock.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,072,000 shares of Class A Common Stock, including [i] the 500,000 Class A Shares, and [ii] 4,572,000 shares of Class A
Common Stock issuable upon conversion of Class B Common Stock of the Issuer; each share of Class B
Common Stock is presently convertible into a share of Class A Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.6% of the Issuer's shares of Class A Common Stock, assuming conversion of all of the Reporting Person's shares of
Class B Common Stock into Class A Common Stock. 73.6% of the combined voting power of the Issuer's shares of Class A
Common Stock and Class B Common Stock; each share of Class A Common Stock is entitled to one vote and each share of
Class B Common Stock is entitled to ten votes.
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 37
Schedule 13D
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CUSIP No. 743479 10 7 Page 3 of 37 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Onex Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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7 SOLE VOTING POWER
NUMBER OF
- 0 -
SHARES -------------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
5,736,956 shares of Class A Common Stock, including [i] the 500,000 Class A Shares, and [ii] 5,236,956
OWNED BY shares of Class A Common Stock issuable upon conversion of Class B Common Stock of the Issuer; each
share of Class B Common Stock is presently convertible into a share of Class A Common Stock.
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,736,956 shares of Class A Common Stock, including [i] the 500,000 Class A Shares, and [ii] 5,236,956
shares of Class A Common Stock issuable upon conversion of Class B Common Stock of the Issuer; each share
of Class B Common Stock is presently convertible into a share of Class A Common Stock.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,736,956 shares of Class A Common Stock, including [i] the 500,000 Class A Shares, and [ii] 5,236,956 shares of
Class A Common Stock issuable upon conversion of Class B Common Stock of the Issuer; each share of Class B
Common Stock is presently convertible into a share of Class A Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.4% of the Issuer's shares of Class A Common Stock, assuming conversion of all of the Reporting Person's
shares of Class B Common Stock into Class A Common Stock. 83.8% of the combined voting power of the Issuer's shares
of Class A Common Stock and Class B Common Stock; each share of Class A Common Stock is entitled to one vote and
each share of Class B Common Stock is entitled to ten votes.
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3 of 37
SCHEDULE 13D
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CUSIP No. 743479 10 7 Page 4 of 37 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gerald W. Schwartz
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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7 SOLE VOTING POWER
NUMBER OF
- 0 -
SHARES -------------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
5,736,956 shares of Class A Common Stock, including [i] the 500,000 Class A Shares, and (ii) 5,236,956
OWNED BY shares of Class A Common Stock issuable upon conversion of Class B Common Stock of the Issuer; each
share of Class B Common Stock is presently convertible into a share of Class A Common Stock.
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING - 0 -
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PERSON 10 SHARED DISPOSITIVE POWER
5,736,956 shares of Class A Common Stock, including [i] the 500,000 Class A Shares, and [ii] 5,236,956
WITH shares of Class A Common Stock issuable upon conversion of Class B Common Stock of the Issuer; each
share of Class B Common Stock is presently convertible into a share of Class A Common Stock.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,736,956 shares of Class A Common Stock, including (i) the 500,000 Class A Shares, and (ii) 5,236,956 shares of
Class A Common Stock issuable upon conversion of Class B Common Stock of the Issuer; each share of Class B
Common Stock is presently convertible into a share of Class A Common Stock.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.4% of the Issuer's Class A Common Stock, assuming conversion of all of the Reporting Person's shares of
Class B Common Stock into Class A Common Stock. 83.8% of the combined voting power of the Issuer's shares of
Class A Common Stock and Class B Common Stock; each share of Class A Common Stock is entitled to one vote and
each share of Class B Common Stock is entitled to ten votes.
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
4 of 37
Item 1. Security and Issuer.
The securities to which this Statement on Schedule 13D relates
are the shares of Class A Common Stock, par value $.01 per share ("Class A
Common Stock"), of ProSource, Inc., a Delaware corporation (the "Issuer"). The
principal executive office of the Issuer is located at 550 Biltmore Avenue,
10th Floor, Coral Gables, Florida 33134.
Item 2. Identity and Background.
(a), (b), (c) and (f). This Statement on Schedule 13D is
being filed by Onex DHC LLC, a Wyoming limited liability company ("DHC"), Onex
Corporation, an Ontario, Canada corporation ("Onex"), and Mr. Gerald W.
Schwartz ("Mr. Schwartz"). DHC, Onex and Mr. Schwartz (together, the
"Reporting Persons") are filing the statement jointly, pursuant to the
provisions of Rule 13d-l(f)(l) under the Securities Exchange Act of 1934, as
amended, as separate persons and not as members of a group. See Exhibit 1 for
their Joint Filing Agreement.
DHC
DHC is a Wyoming limited liability company. DHC is a holding
company through which Onex holds certain interests in its businesses. The
address of the principal business and principal offices of DHC is 421 Leader
Street, Marion, Ohio 43302. Information relating to the directors and
executive officers of DHC is set forth on Schedule A hereto which is
incorporated herein by reference.
Onex
Onex is an Ontario, Canada corporation. It is a diversified
company that operates through autonomous subsidiaries, associated companies and
strategic partnerships. The address of the principal business and principal
offices of Onex is 161 Bay Street, P.O. Box 700, Toronto,
Page 5 of 37 pages.
Ontario, CANADA M5J 2S1. Information relating to the directors and executive
officers of Onex is set forth on Schedule B hereto which is incorporated herein
by reference. Onex is the direct and indirect beneficial owner of approximately
99% of the equity of DHC.
Mr. Schwartz
The principal occupation of Mr. Schwartz is the Chairman of
the Board, President and Chief Executive Officer of Onex. The business address
of Mr. Schwartz is 161 Bay Street, P.O. Box 700, Toronto, Ontario, CANADA M5J
2S1. Mr. Schwartz is a citizen of Canada. Mr. Schwartz is the indirect
holder of all the issued and outstanding shares of Multiple Voting Shares of
Onex, ownership which entitles Mr. Schwartz to elect sixty percent (60%) of the
members of Onex's Board of Directors.
(d) and (e). No Reporting Person, nor to the best
knowledge of each Reporting Person, any of the persons identified in this Item
2 has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which any such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
DHC purchased the 500,000 Class A Shares on November 15, 1996
for an aggregate purchase price of $7,000,000. DHC purchased 4,572,000 shares
of Class B Common Stock, par value $.01 per share ("Class B Common Stock"), of
the Issuer in several transactions between June 10, 1992 and February 1, 1996
for an aggregate purchase price of $45,720,000. Certain of such purchases were
effected through affiliates and the shares purchased subsequently transferred to
DHC. The source of funds for such purchases was the cash resources of DHC or
such affiliates. Onex acquired 379,242 shares of Class B Common Stock on
November 7, 1996 pursuant to conversion in full of approximately $3.8 million
in outstanding convertible indebtedness owed to it by the Issuer. OMI
Partnership Holdings, Ltd. ("OMI"), a
Page 6 of 37 pages.
wholly-owned subsidiary of Onex, acquired 285,714 shares of Class B Common
Stock on November 15, 1996 for an aggregate purchase price of $4 million
representing consideration for the agreement of OMI to relinquish its right to
receive for an indefinite period an annual fee of approximately $800,000 for
management services rendered to the Issuer.
Item 4. Purpose of Transaction.
DHC acquired the Class A Shares for investment purposes. The
Reporting Persons may from time to time acquire additional shares of Class A
Common Stock or Class B Common Stock in the open market or in privately
negotiated transactions, subject to availability of such shares at prices
deemed favorable, the Issuer's business or financial condition and to other
factors and conditions the Reporting Persons deem appropriate. Alternatively,
the Reporting Persons may sell all or a portion of their shares of Class A
Common Stock or Class B Common Stock in the open market or in privately
negotiated transactions subject to the restrictions referred to in Item 6.
Except as set forth above in the immediately preceding
paragraph, no Reporting Person has any present plans or proposals that relate
to or would result in: (a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or of any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
such directors or to fill any existing vacancies on such board; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's
Page 7 of 37 pages.
business or corporate structure; (g) changes in the Issuer's charter, by-laws
or instruments corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) and (b). As of the date hereof, DHC beneficially owns
5,072,000 shares of Class A Common Stock, including (i) the 500,000 Class A
Shares, and (ii) 4,572,000 shares of Class A Common Stock issuable upon
conversion of Class B Common Stock of the Issuer; each share of
Class B Common Stock is presently convertible into a share of
Class A Common Stock. Such shares represent approximately 63.6% of the
Issuer's shares of Class A Common Stock, assuming conversion of all of such
Reporting Person's shares of Class B Common Stock into Class A Common
Stock, and 73.6% of the combined voting power of the outstanding
shares of Class A Common Stock and Class B Common Stock.(1)
Onex, as the direct and indirect beneficial owner of
approximately 99% of the equity of DHC, may be deemed to own beneficially
5,072,000 shares of Class A Common Stock, including the 500,000
Class A Shares and 4,572,000 shares of Class A Common Stock issuable
upon conversion of Class B Common Stock referred to in the preceding
paragraph. In addition, Onex beneficially owns (i) 379,242 shares of Class A
Common Stock issuable upon conversion of Class B Common Stock acquired on
November 7, 1996 pursuant to conversion in full of approximately $3.8 million
in outstanding convertible indebtedness owed to it by the Issuer, and (ii)
285,714 shares of Class A Common Stock issuable upon conversion of Class B
Common Stock acquired by OMI on November 15, 1996. Each share of Class B
Common Stock is presently convertible into a share
__________________________________
(1) Each share of Class A Common Stock is entitled to one vote and each
share of Class B Common Stock is entitled to ten votes.
Page 8 of 37 pages.
of Class A Common Stock. Such shares represent, in the aggregate,
approximately 66.4% of the Issuer's shares of Class A Common Stock,
assuming conversion of all of such Reporting Person's
shares of Class B Common Stock into Class A Common Stock, and 83.8% of the
combined voting power of outstanding shares of Class
A Common Stock and Class B Common Stock. Mr. Schwartz is the Chairman of the
Board, President and Chief Executive Officer of Onex and the indirect holder of
all the issued and outstanding shares of Multiple Voting Shares of Onex,
ownership which entitles Mr. Schwartz to elect sixty percent (60%) of the
members of Onex's Board of Directors, and therefore may also be deemed to own
beneficially such shares of Class A Common Stock and Class B Common Stock.
(c) Except as described herein, no Reporting Person nor,
to the best knowledge of each Reporting Person, any person identified in Item
2, has effected any transaction in shares of Class A Common Stock or Class B
Common Stock during the preceding 60 days.
(d) To the best knowledge of the Reporting Persons, no
person other than the Reporting Persons has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
shares of Class A Common Stock or Class B Common Stock representing more than
5% of such classes of common stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Smith Barney Inc., as representatives of the
several underwriters of the Issuer's initial public offering, entered into an
Agreement, dated as of November 15, 1996 (the "Lock-up Agreements"), with each
of DHC and Onex, see Exhibits 2 and 3, respectively, with respect to the shares
of Class A Common Stock and Class B Common Stock (including any securities
convertible into or exercisable or
Page 9 of 37 pages.
exchangeable for such shares) held by the Reporting Persons. Pursuant to the
Lock-up Agreements, DHC and Onex agreed, subject to certain exceptions described
therein, not to transfer or dispose of such shares on or prior to May 10, 1997.
Certain persons named in Item 2 are subject to a shareholders
agreement restricting transfer of the shares of Class A Common Stock and Class B
Common Stock held by them. See Schedule B.
Item 7. Material to Be Filed as Exhibits.
1. Joint Filing Agreement, dated November 22, 1996,
between DHC, Onex and Mr. Schwartz.
2. Agreement, dated as of November 15, 1996, among
Morgan Stanley & Co. Incorporated, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Smith Barney
Inc., as Representatives of the Several Underwriters,
and DHC.
3. Agreement, dated as of November 15, 1996, among
Morgan Stanley & Co. Incorporated, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Smith Barney
Inc., as Representatives of the Several Underwriters,
and Onex.
4. Amended and Restated Director Shareholders Agreement,
dated as of November 15, 1996, among the Issuer, DHC
and the individuals party thereto from time to time.
5. Power of Attorney incorporated by reference to the
Amendment to Form 4 relating to Dura Automotive
Systems, Inc., filed with the Securities and Exchange
Commission by Onex on September 10, 1996.
6. Power of Attorney incorporated by reference to the
Amendment to Form 4 relating to Dura Automotive
Systems, Inc. filed with the Securities and Exchange
Commission by Mr. Schwartz on September 10, 1996.
Page 10 of 37 pages.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: November 25, 1996
ONEX DHC LLC
By: /s/ Donald F. West
----------------------------------
Name: Donald F. West
Title: Authorized Signatory
ONEX CORPORATION
By: /s/ Anthony Munk
----------------------------------
Name: Anthony Munk
Title: Authorized Signatory
/s/ Anthony Munk
-------------------------------------------
Authorized Signatory for
GERALD W. SCHWARTZ
Page 11 of 37 pages.
SCHEDULE A
Directors and Executive Officers of
Onex DHC LLC ("DHC")
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PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
---- ---------------- ------------------------
Donald F. West 421 Leader Street Representative, and President of
Marion, Ohio 43302 Skyaire, Inc.
John D. Kelly 421 Leader Street Representative, and President of
Marion, Ohio 43302 Na-Churs Plant Food Company
Ewout R. Heersink 161 Bay Street Representative, and Vice President
P.O. Box 700 of Onex Corporation
Toronto, Ontario
Canada M5J 2S1
Page 12 of 37 pages.
SCHEDULE B
1. Directors and Executive Officers of Onex Corporation ("Onex")
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PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
---- ---------------- ------------------------
Gerald W. Schwartz 161 Bay Street Chairman of the Board,
P.O. Box 700 President, Chief Executive
Toronto, Ontario Officer and Director
Canada M5J 2S1
Ewout R. Heersink 161 Bay Street Vice President and Chief
P.O. Box 700 Financial Officer
Toronto, Ontario
Canada M5J 2S1
Mark L. Hilson 161 Bay Street Vice President
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
Anthony R. Melman 161 Bay Street Vice President
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
Anthony Munk 161 Bay Street Vice President
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
John S. Elder, Q.C. 161 Bay Street Secretary
P.O. Box 700
Toronto, Ontario
Canada M5J 2S1
Dan C. Casey Creson Corporation Director, Chairman and Chief
5255 Yonge Street Executive Officer of Creson
Suite 804 Corporation, an Ontario real
North York, Ontario estate company
Canada M2N 6P4
Donald H. Gales Ellesmere Britannia Director, Corporate Director
P.O. Box 1698GT, Villa 639
Grand Cayman Island
British West Indies
Page 13 of 37 pages.
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PRESENT PRINCIPAL
NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
---- ---------------- ------------------------
Serge Gouin Le Groupe Videotron Ltee Director, President and Chief
300, ave Viger est Operating Officer of Le Groupe
Montreal, Quebec Videotron Ltee, a Canadian
Canada H2V 2T6 television company
Brian M. King 69 Sherwood Avenue Director, Corporate Director
Scarborough, Ontario
Canada M1R 1N6
J. William E. Mingo, Q.C. Stewart McKelvey Director, Partner at Stewart
Stirling Scales McKelvey Stirling Scales, a law
1959 Upper Water St. firm in Halifax, Nova Scotia
10th Floor
Halifax, Nova Scotia
Canada B3J 2X2
J. Robert S. Prichard, O.C. University of Toronto Director, President of the
Kings College Circle University of Toronto
Simcoe Hall, Room 206
Toronto, Ontario
Canada M5S 1A1
R. Geoffrey P. Styles* Royal Bank Plaza Director, Corporate Director
Suite 3115,
South Tower
Toronto, Ontario
Canada M5J 2J5
Arni C. Thorsteinson Shelter Canadian Properties Director, President of Shelter
Limited Canadian Properties Limited
2600-7 Evergreen Place
Winnipeg, Manitoba
Canada R3L 2T3
__________________________________
* Shares of Class B Common Stock held by Mr. Styles are subject to
restrictions on transfer set forth in a Director Shareholders Agreement
described in Part 2 of this Schedule B.
Page 14 of 37 pages.
2. Director Shareholders Agreement.
The following is a summary of certain provisions of the
Amended and Restated Director Shareholders Agreement among the Issuer, DHC and
certain directors ("Director Holders") of the Issuer (the "Director
Shareholders Agreement").
The Director Shareholders Agreement governs, among other
things, the manner and means by which Class B Common Stock (and Class A Common
Stock issuable upon conversion of such shares of Class B Common Stock) held by
the Director Holders at any time may be transferred. Pursuant to such Agreement,
the transfer of such shares, including shares received upon the conversion of
options, by Director Holders is prohibited except (i) to immediate family
members (or to trusts for the exclusive benefit of the transferor or his
immediate family members), or (ii) through the facilities of any securities
exchange, provided that such sales do not occur within 180 days of any public
offering of common stock of the Issuer.
The Director Shareholders Agreement terminates if Onex and
its affiliates cease to hold in the aggregate 20% of the outstanding voting
capital stock of the Issuer or if another person or group holds in the
aggregate a greater percentage of the outstanding voting capital stock of the
Issuer than Onex and its affiliates.
Page 15 of 37 pages.
Index to Exhibits
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PAGE NO. IN
SEQUENTIAL
EXHIBIT NUMBERING SYSTEM
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1. Joint Filing Agreement, dated November 22, 1996 between 17
DHC, Onex and Mr. Schwartz.
2. Agreement, dated as of November 15, 1996, among Morgan 18
Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Smith Barney Inc., as Representatives
of the Several Underwriters, and DHC
3. Agreement, dated as of November 15, 1996, among Morgan 21
Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Smith Barney Inc., as Representatives
of the Several Underwriters, and Onex.
4. Amended and Restated Director Shareholders Agreement, dated 24
as of November 15, 1996, among the Issuer, DHC and the
individuals party thereto from time to time.
Page 16 of 37 pages.
Dates Referenced Herein and Documents Incorporated by Reference
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