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EXHIBIT 99.1
STOCKHOLDERS AGREEMENT
AGREEMENT, dated July __, 1996 (this "Agreement"), by and among ASTOR
CORPORATION, a Delaware corporation ("Parent"), and each of the other parties
signatory hereto (each, a "Stockholder" and, collectively, the "Stockholders").
WITNESSETH:
WHEREAS, concurrently herewith, Parent, AAC ACQUISITION CORP., a
Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger
Sub"), and ADCO TECHNOLOGIES INC., a Delaware corporation (the "Company"), are
entering into an Agreement and Plan of Merger (as such agreement may hereafter
be amended from time to time, the "Merger Agreement;" capitalized terms used
and not defined herein have the respective meanings ascribed to them in the
Merger Agreement) pursuant to which Merger Sub will be merged with and into the
Company (the "Merger");
WHEREAS, each of the Stockholders Beneficially Owns (as defined herein)
the number of shares, par value $.01 per share, of common stock of the Company
("Company Common Stock") set forth opposite such Stockholder's name on Schedule
I hereto (the "Shares");
WHEREAS, as an inducement and a condition to entering into the Merger
Agreement, Parent has required that the Stockholders agree, and the
Stockholders have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto hereby agree as follows:
1. Provisions Concerning Company Common Stock. Each Stockholder
hereby agrees that during the period commencing on the date hereof and
continuing until the first to occur of the Effective Time or termination of the
Merger Agreement in accordance with its terms, at any meeting of the holders of
Company Common Stock, however called, or in connection with any written consent
of the holders of Company Common Stock, such Stockholder shall vote (in the
case of Shares for which the Stockholder has exclusive voting and dispositive
power) or cause to be voted (in the case of Shares which the Stockholder
"Beneficially Owns" (as defined below) but for which the Stockholder does not
have exclusive voting and dispositive power) the Shares held of record or
Beneficially Owned (as defined below) by such Stockholder, whether heretofore
owned or hereafter acquired, (i) in favor of approval of the Merger Agreement
and any actions required in furtherance thereof and hereof; (ii) against any
action or agreement that would result in a breach in any respect of any
covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement (after giving effect to any materiality
or similar qualifications contained therein); and (iii) except as permitted by
the Merger Agreement or as otherwise agreed to in writing in advance by Parent,
against the following actions (other than the Merger and the transactions
contemplated by the Merger Agreement): (A) any extraordinary corporate
transaction, such as a merger, consolidation or other business combination
involving the
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Company or any of its subsidiaries; (B) a sale, lease transfer or disposition of
any assets outside the ordinary course of business or any as assets which in
the aggregate are material to the Company and its subsidies taken as a whole,
or a reorganization, recapitalization, dissolution or liquidation of the
Company; (C)(1) any change in a majority of the persons who constitute the
board of directors of the Company; (2) any change in the present capitalization
of the Company or any amendment of the Company's Certificate of Incorporation
or By-Laws; (3) any other material change in the Company's corporate structure
or business; or (4) any other action which, in the case of each of the matters
referred to in clauses C(1), (2) or (3) is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, or materially adversely
affect the Merger and the transactions contemplated by this Agreement and the
Merger Agreement. Such Stockholder shall not enter into any agreement or
understanding with any Person (as defined below) the effect of which would be
inconsistent or violative of the provisions and agreements contained in
Section 1 or 2 hereof. For purposes of this Agreement, "Beneficially Own" or
"Beneficial Ownership" with respect to any securities shall mean having
"beneficial ownership" of such securities (as determined pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
including pursuant to any agreement, arrangement or understanding, whether or
not in writing. Without duplicative counting of the same securities by the
same holder, securities Beneficially Owned by a Person shall include securities
Beneficially Owned by all other Persons with whom such Person would constitute
a "group" as within the meanings of Section 13(d)(3) of the Exchange Act. For
purposes of this Agreement, "Person" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated organization or
other entity.
2. Other Covenants, Representations and Warranties. Each
Stockholder hereby represents and warrants to Parent as follows:
(a) Ownership of Shares. Such Stockholder is the record
and Beneficial Owner of the number of Shares set forth opposite such
Stockholder's name on Schedule I hereto. On the date hereof, the Shares set
forth opposite such Stockholder's name on Schedule I hereto constitute all of
the Shares owned of record or Beneficially Owned by such Stockholder. Schedule
I discloses the number of Shares Beneficially Owned by the Stockholder for
which the Stockholder shares voting or dispositive power with another Person
and identifies such other Person or Persons. Except as referenced in the
preceding sentence and Schedule I, such Stockholder has sole voting power and
sole power to issue instructions with respect to the matters set forth in
Section 1 hereof, sole power of disposition, sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shares set forth opposite
such Stockholder's name on Schedule I hereto, with no limitations,
qualifications or restrictions on such rights.
(b) Power; Binding Agreement. Such Stockholder has the
legal capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any other
agreement to which such Stockholder is a party including, without limitation,
any voting agreement, stockholder agreement or voting trust. This Agreement
has been duly and validly executed and delivered by such Stockholder and
constitute a valid and binding agreement of such Stockholder, enforceable
against such Stockholder in accordance with
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its terms. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which such Stockholder is Trustee who is not a
party to this Agreement and whose consent is required for the execution and
delivery of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby. If such Stockholder is married and such
Stockholder's Shares constitute community property, this Agreement has been
duly authorized, executed and delivered by, and constitutes a valid and binding
agreement of, such Stockholder's spouse, enforceable against such person in
accordance with its terms.
(c) No Conflicts. No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by such Stockholder
and the consummation by such Stockholder of the transactions contemplated
hereby. None of the execution and delivery of this Agreement by such
Stockholder, the consummation by such Stockholder of the transactions
contemplated hereby or compliance by such Stockholder with any of the
provisions hereof shall (1) result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default (or give rise to
any third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, commitment, arrangement,
understanding, agreement or other instrument or obligation of any kind to which
such Stockholder is a party or by which such Stockholder or any of such
Stockholder's properties or assets may be bound, or (2) violate any order,
writ, injunction, decree, judgment, order, statute, rule or regulation
applicable to such Stockholder or any of such Stockholder's properties or
assets.
(d) No Finder's Fees. Other than existing financial
advisory and investment banking arrangements and agreements between the Company
and Schroder Wertheim & Co. Incorporated which have been disclosed in writing
to Parent, no broker, investment banker, financial adviser or other person is
entitled to any broker's, finder's, financial adviser's or other similar fee or
commission in connection with the transactions contemplated by the Merger
Agreement based upon arrangements made by or on behalf of such Stockholder or
any of its affiliates or, to the knowledge of such Stockholder, the Company or
any of its affiliates.
(e) Other Potential Acquirors. Such Stockholder (i) shall
immediately cease any existing discussions or negotiations, if any, with any
parties conducted heretofore with respect to any acquisition of all or any
material portion of the assets of, or any equity interest in, the Company or
its subsidiaries or any business combination with the Company or its
subsidiaries, in his, her or its capacity as such, and (ii) from and after the
date hereof until termination of the Merger Agreement, unless and until the
Company is permitted to take such actions under Section
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terms and conditions of such proposal and identify the person making such
proposal) and thereafter keep Parent or Merger Sub promptly advised of any
development with respect thereto.
(f) Restriction on Transfer, Proxies and Non-Interference.
Except as contemplated by the Merger Agreement, such Stockholder shall not,
directly or indirectly: (i) offer for sale, sell, transfer, tender, pledge,
encumber, assign or otherwise dispose of, or enter into any contract, option or
other arrangement or understanding with respect to or consent to the offer for
sale, sale, transfer, tender, pledge, encumbrance, assignment or other
disposition of, any or all of such Stockholder's Shares or any interest
therein; (ii) grant any proxies or powers of attorney, deposit any Shares into
a voting trust or enter into a voting agreement with respect to any Shares; or
(iii) take any action that would make any representation or warranty of such
Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Stockholder from performing such Stockholder's
obligations under this Agreement.
(g) Reliance by Parent. Such Stockholder understands and
acknowledges that Parent is entering into, and causing Merger Sub to enter
into, the Merger Agreement in reliance upon such Stockholder's execution and
delivery of this Agreement.
3. Further Assurances. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further lawful action as
may be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
4. Stop Transfer, Restrictive Legend. (a) Each Stockholder agrees
with, and covenants to, Parent that such Stockholder shall not request that the
Company register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with this Agreement. In the event of a
stock dividend or distribution, or any change in the Company Common Stock by
reason of any stock dividend, split-up, recapitalization, combination, exchange
of Shares or the like, the term "Shares" shall be deemed to refer to and include
the Shares as well as all such stock dividends and distributions and any Shares
into which or for which any or all of the Shares may be changed or exchanged.
(b) Upon the written request of Parent, all certificates
representing any of such Stockholder's Shares shall contain the following
legend:
"The securities represented by this certificate, including
certain voting and transfer rights with respect thereto, are
subject to the terms of a Stockholders Agreement, dated July __,
1996, among Astor Corporation and the parties listed on the
signature pages thereto, a copy of which is on file in the
principal office of the Issuer."
5. Termination. Except as otherwise provided herein, the
covenants and agreements contained herein with respect to the Shares shall
terminate upon the earlier of (a) termination of the Merger Agreement in
accordance with its terms or (b) the Effective Time.
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6. Stockholder Capacity. No person executing this Agreement who
is or becomes during the term hereof a director of the Company makes any
agreement or understanding herein in his or her capacity as such director.
Each Stockholder signs solely in his or her capacity as the record and/or
beneficial owner of such Stockholder's Shares.
7. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger
Agreement constitute the entire agreement between the Parties with respect to
the subject matter hereof and supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.
(b) Certain Events. Each Stockholder agrees that this
Agreement and the obligations hereunder shall attach to such Stockholder's
Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Shares shall pass, whether by operation of law or
otherwise, including, without limitation, such Stockholder's heirs, guardians,
administrators or successors. Notwithstanding any transfer of Shares, the
transferor shall remain liable for the performance of all obligations under
this Agreement of the transferor.
(c) Assignment. This Agreement shall not be assigned by
operation of law or otherwise by any Stockholder without the prior written
consent of Parent or by Parent without the prior written consent of each
Stockholder; provided that Parent may assign, in its sole discretion, its
rights and obligations hereunder to any direct or indirect wholly owned
subsidiary of Parent, but no such assignment shall relieve Parent of its
obligations hereunder if such assignee does not perform such obligations.
(d) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
with respect to any one or more Stockholders, except upon the execution and
delivery of a written agreement executed by Parent and such affected
Stockholder or Stockholders; provided that Schedule I hereto may be
supplemented by Parent by adding the name and other relevant information
concerning any Stockholder of the Company who agrees to be bound by the terms
of this Agreement without the agreement of any other party hereto, and
thereafter such added Stockholder shall be treated as a "Stockholder" for all
purposes of this Agreement.
(e) Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly received if so given) by hand delivery,
telegram, telex or telecopy, or by mail (registered or certified mail, postage
prepaid, return receipt requested) or by any courier service, such as Federal
Express, providing proof of delivery. All communications hereunder shall be
delivered to the respective parties at the following addresses:
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If to any Stockholder: At the addresses set forth on Schedule I hereto
If to Parent
or Merger Sub: Astor Corporation
8521 Six Forks Road
Suite 105
Raleigh, NC 27615
Telephone: (919) 846-8011
Facsimile: (919) 846-8283
Attention: Boyd D. Wainscott
with a copy to: Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071-3197
Attention: Bruce D. Meyer, Esq.
Telephone: (213) 229-7000
Facsimile: (213) 229-7520
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein.
(g) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such
breach the aggrieved party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other equitable
relief in addition to any other remedy to which it may be entitled, at law or
in equity.
(h) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law
or in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in
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equity, or to insist upon compliance by any other party hereto with its
obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof, shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance.
(j) No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any person
or entity who or which is not a party hereto.
(k) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(l) Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to
be a part of or to affect the meaning or interpretation of this Agreement.
(m) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, Parent and each Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
ASTOR CORPORATION
By: Boyd D. Wainscott
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Name: Boyd D. Wainscott
Title: Chairman and
Chief Executive Officer
BRADFORD VENTURE PARTNERS, L.P.
By: Robert J. Simon; its General Partner
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By: Robert J. Simon
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Name: Robert J. Simon
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Title: General Partner
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OVERSEAS EQUITY INVESTORS PARTNERS, L.P.
By: Robert J. Simon ; its General Partner
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By: Robert J. Simon
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Name: Robert J. Simon
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Title:
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Charles E. Sax
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Charles E. Sax
Philip D. Beery
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Philip D. Beery
Brian J. Briddell
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Brian J. Briddell
James R. McCowan
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James R. McCowan
David J. Fuchs
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David J. Fuchs
Bradford Mills
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Bradford Mills
Robert J. Simon
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Robert J. Simon
Barbara M. Henagan
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Barbara M. Henagan
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SCHEDULE I
STOCKHOLDERS AGREEMENT
STOCK OWNERSHIP OF ADCO TECHNOLOGIES INC.
Bradford Mills 32,862
Robert Simon 16,431
Barbara Henagan 13,145
James McCowan 40,106
Philip Beery 36,106
David Fuchs 36,106
Charles Sax 48,106
Brian Briddell 36,106
Bradford Venture Partners L.P. 1,150,170
Overseas Equity Investors Partners, L.P. 1,150,170